SUCCESS BANCSHARES, INC.
STOCK OPTION AGREEMENT
(NON-TRANSFERABLE)
Success Bancshares, Inc., a Delaware corporation (the "Company"), hereby
grants to Xxxx X. Xxxxx (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 1995 Stock Option Plan (the "Plan") applicable to stock options which
terms and provisions are hereby incorporated by reference herein. Unless
otherwise defined or the context herein otherwise requires, the capitalized
terms used herein shall have the same meanings ascribed to them in the Plan.
1 NATURE OF THE OPTION. This Option is intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), to the extent permitted by the Code.
2. DATE OF GRANT; TERM OF OPTION. This Option is granted as of December
16, 1998, and it may not be exercised later than December 16, 2008.
3. OPTION EXERCISE PRICE. The Option exercise price is $11.50 per Share,
which price is not less than the fair market value thereof on the date this
Option was granted.
4. EXERCISE OF OPTION. This Option shall be exercisable during its term
only in accordance with the terms and provisions of the Plan and this Option as
follows:
(a) RIGHT TO EXERCISE. The total number of Shares subject to this Option
is 3,000. Subject to the foregoing and the limitations contained herein and in
the Plan, this Option shall vest and be exercisable, cumulatively, as follows:
Number of Shares Exercisable First Date Option is Exercisable
750 December 16, 1999
750 December 16, 2000
750 December 16, 2001
750 December 16, 2002
; provided, however, that, upon any Change of Control (as defined in the Plan),
this Option shall become immediately exercisable as to all Shares remaining
subject to this Option and all restrictions on vesting shall terminate.
(b) METHOD OF EXERCISE. This Option shall be exercisable by written
notice which shall state the election to exercise this Option, the number of
Shares in respect to which this Option is being exercised, 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) by delivering
certificates of other shares of Common Stock of the Company; (iv) by
transferring shares of Common Stock of the Company to the Company's transfer
agent for delivery to the Company provided that the written notice of exercise
is accompanied by a written acknowledgement by the Optionee that the Optionee
has instructed his broker dealer to transfer such shares and such transfer is
confirmed by a letter from such broker dealer acknowledging that the Optionee
has directed such broker dealer to transfer such shares; (v) by Optionee
simultaneously exercising this Option and selling the Shares thereby acquired
pursuant to a brokerage or similar arrangement approved in advance by the Board
(which approval shall not be unreasonably withheld) and to use the proceeds
from such sale to pay the exercise price and any federal, state and local taxes
required to be withheld as a result of such exercise; or (vi) by any other
method of payment approved by the Company's Board of Directors. For purposes
of clauses (iii) and (iv) the value of the shares of Common Stock of the
Company delivered, or to be delivered, as payment of the exercise price shall
be the closing price per share of the Company's Common Stock on the last
business day prior to the date the written notice is actually received and
acknowledged as received by the Company. Upon receipt of payment, the Company
shall deliver to Optionee or the person exercising this Option for Optionee, an
appropriate certificate or certificates for fully paid nonassessable Shares.
For purposes of clause (iv), should any Optionee fail to have the number of
shares required to pay the exercise price delivered to the Company's transfer
agent within 90 days, this Option, with respect to the number of shares stated
in the written notice, will terminate and be deemed to be forfeited by the
Optionee. The certificate or certificates for the Shares as to which the Option
shall be exercised shall be registered in the name of the Optionee and shall be
legended as set forth in the Plan and/or as required under applicable law. This
Option may not be exercised for a fraction of a share.
(c) RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the Shares upon such exercise would constitute a violation of any
applicable federal or state securities laws or other laws or regulations. As a
condition to the exercise of this Option, the Company may require the Optionee
to make such representations and warranties to the Company as may be required
by any applicable law or regulation.
(d) NO SHAREHOLDER RIGHTS BEFORE EXERCISE AND ISSUANCE. No rights as a
shareholder shall exist with respect to the Shares subject to the Option as a
result of the grant of the Option. Such rights shall exist only after issuance
of a stock certificate in accordance with Article V, Section J of the Plan
following the exercise of the Option as provided in this Agreement and the
Plan.
(e) TERMINATION OF EMPLOYMENT. In the event that the Optionee ceases to
be an employee of the Company or an Affiliate, the exercisability of the Option
is subject to the provisions of Article V, Section G of the Plan.
5. INVESTMENT REPRESENTATIONS. In connection with the acquisition of
this Option, the Optionee represents and warrants as follows:
(a) The Optionee is acquiring this Option, and upon exercise of this
Option, 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.
6. WITHHOLDING. The Company reserves the right to withhold, in
accordance with any applicable laws, from any compensation or other
consideration payable to the Optionee, any taxes required to be withheld by
federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option; and, if such compensation or consideration is insufficient, the Company
may require Optionee to pay to the Company an amount sufficient to cover such
withholding tax liability.
7. NONTRANSFERABILITY OF OPTION. This Option may not be transferred,
assigned, pledged or hypothecated or otherwise disposed of in any way (whether
by operation of law or otherwise) and is not subject to execution, attachment
or similar process. Any attempted transfer, assignment, pledge, hypothecation
or other disposition of this Option or of any rights granted hereunder, or the
levy of any attachment or similar process upon this Option or such rights, will
be null and void. This Option may be exercised during the lifetime of the
Optionee only by such Optionee or his or her legal guardian. Subject to the
foregoing and the terms of the Plan, the terms of this Option shall be binding
upon the executors, administrators, heirs, successors and permitted assigns of
the Optionee.
8. CONTINUATION OF EMPLOYMENT. Neither the Plan nor this Option shall
(a) confer upon the Optionee any right whatsoever to continue in the employment
of the Company or any Affiliate or (b) limit or restrict in any respect the
rights of the Company, which rights are hereby expressly reserved, to terminate
the Optionee's employment and compensation at any time for any reason
whatsoever, with or without cause, in the Company's sole discretion and with or
without notice.
9. THE PLAN. This Option is subject to, and the Company and the Optionee
agree to be bound by, all the terms and conditions of the Company's Plan as
such Plan may be amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Optionee, without
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.
10. ENTIRE AGREEMENT. The terms of this Agreement and the Plan
constitute the entire agreement between the Company and the Optionee with
respect to the subject matter hereof and supersede any and all previous
agreements between the Company and the Optionee.
SUCCESS BANCSHARES, INC., a Delaware corporation
Dated as of: December 16, 1998 By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: 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: December 16, 1998 /s/ Xxxx X. Xxxxx
Signature of Optionee
c/o Success Bancshares, Inc.
One Xxxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxxxxx Xxxxxxxx 00000
Xxxx Xxxxx Zip Code
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF
THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR
DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
