EXHIBIT 4.5
FORT BEND HOLDING CORP.
1993 STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO. __
This option is granted as of _________, 199_, by Fort Bend Holding Corp.
(the "Corporation") to _________________ (the "Optionee"), in accordance with
the following terms and conditions:
1. OPTION GRANT AND EXERCISE PERIOD. Pursuant to the Fort Bend Holding
Corp. 1993 Stock Option and Incentive Plan, as may be from time to time amended
(the "Plan"), the Corporation hereby grants to the Optionee an option (the
"Option") to purchase, pursuant to the Plan and upon the terms and conditions of
the Plan and of this Agreement, an aggregate of _____ shares (the "Option
Shares") of the common stock, par value $.01 per share (the "Common Stock"), of
the Corporation at the price (the "Exercise Price") of $______ per share. A
copy of the Plan, as currently in effect, is incorporated by reference and is
attached to this Agreement.
Subject to the vesting of the Option set forth herein, this Option shall be
exercisable only during the period (the "Exercise Period") commencing on
________, 199_ (the "Commencement Date"), and ending at 5:00 p.m., Rosenberg,
Texas time, on the date ten years after the Commencement Date, such later time
and date being hereinafter referred to as the "Expiration Date." This Option is
fully exercisable as of the date hereof, subject to the Continued Service (as
defined in the Plan) of the Optionee. This Option shall vest and become
exercisable according to the following schedule:
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement, and further subject to the aggregate Market Value
(as defined in the Plan and as determined as of the date of the grant of this
Option) of the Option Shares with respect to which Incentive Stock Options (as
defined in the Plan as in effect on the date of the grant of this Option) are
exercisable for the first time by the Optionee in any calendar year not
exceeding $ 100,000.
2. METHOD OF EXERCISE OF THIS OPTION. This Option may be exercised
during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be in
the form prescribed by the committee referred to in Section 3 of the Plan or its
successor (the "Committee") and directed to the address set forth in Section 12
below. The date of exercise is the date on which such notice is received by
the Corporation. Such
notice must be accompanied by payment in full of the Exercise Price for the
Option Shares to be purchased upon such exercise, Payment shall be made
either (i) in cash, which may be in the form of a check, bank draft, or money
order payable to the Corporation, or (ii) by delivering shares of Common
Stock already owned by the Optionee having a "Market Value" (as defined in
the Plan as in effect on the date of the grant of this Option) equal to the
applicable Exercise Price, or (iii) a combination of cash and such shares.
Promptly after such payment, subject to Section 3 below, the Corporation
shall issue and deliver to the Optionee or other person exercising this
Option a certificate or certificates representing the shares of Common Stock
so purchased, registered in the name of the Optionee (or such other person),
or, upon request in the name of the Optionee (or such other person) and in
the name of another jointly with right of survivorship.
3. DELIVERY AND REGISTRATION OF SHARES OF COMMON STOCK. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the receipt of a representation
as to the investment intention of the Optionee or any other person to whom such
shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended, or any other federal, state or local securities law or
regulation. In requesting any such representation, it may be provided that such
representation requirement shall become inoperative upon the registration of
such shares or other action eliminating the necessity of such representation
under such Securities Act or other securities law or regulation. The
Corporation shall not be required to deliver any shares upon exercise of this
Option prior to (i) the admission of such shares to listing on any stock
exchange or system on which the shares of Common Stock may then be listed, and
(ii) the completion of such registration or other qualification of such shares
under any state or federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
4. NON-TRANSFERABILITY OF THIS OPTION. This Option may not be assigned,
encumbered, or transferred except, in the event of the death of the Optionee, by
will or the laws of descent and distribution to the extent provided in Section 5
below. Except as provided herein, this Option is exercisable during the
Optionee's lifetime only by the Optionee. The provisions of this Option shall
be binding upon, inure to the benefit of and be enforceable by the parties
hereto, the successors and assigns of the Corporation and any person to whom
this Option is transferred by will or by the laws of descent and distribution.
5. TERMINATION OF SERVICE OR DEATH OF THE OPTIONEE. Except as provided
in the second or third paragraphs of this Section 5 and notwithstanding any
other provision of this Option to the contrary, this Option shall not be
exercisable unless the Optionee, at the time he exercises this Option, has
maintained "Continuous Service" (as defined in the Plan) since the date of the
grant of this Option.
If the Optionee shall cease to maintain Continuous Service for any reason
(including total or partial disability and normal or early retirement but
excluding death and termination for cause), the Optionee may, but only within
the period of three months immediately succeeding such cessation of Continuous
Service and in no event after the Expiration Date, exercise this Option to the
extent the Optionee was entitled to exercise this Option at the date of
cessation. Notwithstanding the foregoing, if the Optionee ceases to maintain
Continuous Service due to normal retirement, and the Optionee has served the
Corporation or Fort Bend Federal Savings and Loan Association of
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Rosenberg (the "Association") for at least five years, the Optionee may, but
only during, the period of three years immediately succeeding such cessation
of Continuous Service and in no event after the expiration of this Option,
exercise this Option.
In the event of the death of the Optionee while in Continuous Service of
the Corporation or during the three month or three year periods referred to in
the immediately preceding paragraph, the person to whom the Option has been
transferred by will or by the laws of descent and distribution may, but only to
the extent the Optionee was entitled to exercise this Option immediately prior
to his death, exercise this Option at any time within one year following the
death of the Optionee, but in no event later than ten years from the date of the
grant of this Option. Following the death of the Optionee, the Committee may,
as an alternative means of settlement of this Option, elect to pay to the person
to whom this Option is transferred by will or by the laws of descent and
distribution the amount by which the Market Value (as defined in the Plan) per
share of Common Stock on the date of exercise of this Option shall exceed the
Exercise Price per Option Share, multiplied by the number of Option Shares with
respect to which this Option is properly exercised. Any such settlement of this
Option shall be considered an exercise of this Option for all purposes of this
Option and of the Plan.
6. NOTICE OF SALE. The Optionee or any person to whom the Option or the
Option Shares shall have been transferred by will or by the laws of descent and
distribution promptly shall give notice to the Corporation in the event of the
sale or other disposition of Option Shares within the later of (i) two years
from the date of grant of this Option or (ii) one year from the date of exercise
of this Option. Such notice shall specify the number of Option Shares sold or
otherwise disposed of and be directed to the address set forth in Section 12
below.
7. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF THE CORPORATION. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Option and the Exercise Price shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
8. EFFECT OF MERGER. In the event of any merger, consolidation or
combination of the Corporation with or into another corporation (other than a
merger, consolidation, or combination in which the Corporation is the continuing
entity and which does not result in the outstanding shares of Common Stock being
converted into or exchanged for different securities, cash or other property, or
any combination thereof), the Optionee shall have the right (subject to the
provisions of the Plan and the limitations contained herein), thereafter and
during the Exercise Period, to receive upon exercise of this Option an amount
equal to the excess of the fair market value on the date of such exercise of the
securities, cash or other property, or combination thereof, receivable upon such
merger, consolidation or combination in respect of a share of Common Stock over
the Exercise Price, multiplied by the number of option Shares with respect to
which this Option shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.
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9. EFFECT OF CHANGE IN CONTROL. If a tender offer or exchange offer for
shares of Common Stock (other than such an offer by the Corporation) is
commenced or if the stockholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation will cease to be an
independent publicly owned entity or for a sale or other disposition of all or
substantially all the assets of the Corporation, this Option shall (to the
extent it is not then exercisable) become exercisable in full upon the happening
of such event and shall remain so exercisable for a period of sixty days
following such date after which this Option shall revert to being exercisable in
accordance with the other provisions of this Option; PROVIDED, that the
provisions of this Section 9 shall not be deemed to cause this Option to be
exercisable to the extent it has previously been exercised or otherwise
terminated.
10. STOCKHOLDER RIGHTS NOT GRANTED BY THIS OPTION. The Optionee is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
11. WITHHOLDING TAX. Where the Optionee or another person is entitled to
receive Option Shares pursuant to the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person to pay to the
Corporation the amount of any taxes which the Corporation or any of its
Affiliates is required to withhold with respect to such Option Shares, or, in
lieu thereof, to retain, or sell without notice, a number of Option Shares
sufficient to cover the amount required to be withheld.
12. NOTICES. All notices hereunder to the Corporation shall be delivered
or mailed to it addressed to the Secretary of Fort Bend Holding Corp., 0000
Xxxxxx X, Xxxxxxxxx, Xxxxx 00000. Any notices hereunder to the Optionee shall
be delivered personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided written
notice of the change is furnished in advance to the Corporation or to the
Optionee, as the case may be.
13. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. This Option and the
terms and conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
14. OPTIONEE SERVICE. Nothing in this Option shall limit the right of the
Corporation or any of its Affiliates to terminate the Optionee's service as a
director, officer or employee, or otherwise impose upon the Corporation or any
of its Affiliates any obligation to employ or accept the services of the
Optionee.
15. OPTIONEE ACCEPTANCE. The Optionee shall signify his acceptance of the
terms and conditions of this Option by signing in the space provided below and
returning a signed copy hereof to the Corporation at the address set forth in
Section 12 above. In signing this Agreement, the Optionee acknowledges that the
Option was awarded pursuant to the Plan, which qualifies for an exemption from
the reporting requirements of Section 16 of the Securities Exchange Act of 1934.
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IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK
OPTION AGREEMENT to be executed as of the date first above written.
FORT BEND HOLDING CORP.
By:
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Xxxx Xxxx
Vice Chairman, President and
Chief Executive Officer
ACCEPTED BY:
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(Street Address)
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(City, State and Zip Code)
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