SUCCESS BANCSHARE, INC.
STOCK OPTION AGREEMENT No. 2
(NON-TRANSFERABLE)
Success Bancshares, Inc. a Delaware corporation (the Company), hereby
grants to Xxxxx Xxxx (the Optionee) an option to purchase a total of 5,000
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 defiend 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").
0.XXXX OF GRANT; TERM OF OPTION. This Option is granted as of November 17,
1999, and it may not be exercised later than November 17, 2009.
3.OPTION EXERCISE PRICE. The Option exercise price is $11.94 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 5,000. 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 Excercisable First Date Option is Exercisable
1,250 November 17, 2000
1,250 November 17, 2001
1,250 November 17, 2002
1,250 November 17, 2003
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, 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 oor 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
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 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 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 share 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 I t he 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 provision 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, theCompany 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 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.CONTINUATIOJ 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 sold 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: November 17, 1999 By: ____________________________
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
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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: November 17, 1999
___________________________________________
Signature of Optionee
Address
City StateZip 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 OPTION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
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