FORM OF MAINBANCORP, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 25th, 2003 • Prosperity Bancshares Inc • State commercial banks • Texas
The Board of Directors of MainBancorp, Inc. (the “Company”) has granted to you, as of the date set forth above, an option (the “Option”) to purchase the number of shares of the Company’s Class A Common Stock, $.10 par value (“Common Stock”), set forth above. Such shares (as the same may be adjusted as described in Section 13 below) are herein referred to as the “Option Shares.” The Option shall constitute and be treated at all times by you and the Company as a “non-qualified stock option” for Federal income tax purposes and shall not constitute and shall not be treated as an “incentive stock option” as defined under Section 422(b) of the Internal Revenue Code of 1986 as amended (the “Code”). This Option is one of four options granted to the non-employee directors of the Bank (as defined below) and all such options shall constitute a “plan” under the Securities Act of 1933 and the Texas Securities Act. The terms and conditions of the Option are set out below.
