Exhibit 4.3
FORM OF
METROCORP BANCSHARES, INC.
INCENTIVE STOCK
OPTION AGREEMENT
This Incentive Stock Option Agreement
(“Option Agreement”) is between MetroCorp Bancshares,
Inc., a Texas corporation (the “Company”), and
(“Optionee”), who agree as follows:
Section 1. Introduction .
The Company has heretofore adopted the MetroCorp Bancshares, Inc.
2007 Stock Awards and Incentive Plan (the “Plan”) for
the purpose of providing a means whereby those employees, directors
and consultants, upon whom the responsibilities of the successful
administration and management of the Company and its Affiliates (as
defined in the Plan) rest, and whose present and potential
contributions to the welfare of the Company and its Affiliates are
of importance, can acquire and maintain stock ownership, thereby
strengthening their concern for the welfare of the Company and its
Affiliates and their desire to remain in the Company’s and
its Affiliates’ employ. The Company, acting through the
Committee (as defined in the Plan), has determined that its
interests will be advanced by the issuance to Optionee of an
incentive stock option under the Plan.
Section 2. Option .
Subject to the terms and conditions contained herein, the Company
hereby irrevocably grants to Optionee the right and option
(“Option”) to purchase from the Company
shares of the Company’s common stock, $1.00 par value
(“Common Stock”), at a price of $
per share, which is not less than 100% of the fair market value of
the Common Stock at the date of grant of this Option.
Section 3. Option Period
. The Option herein granted may be exercised by Optionee in whole
or in part at any time during a ten year period (the “Option
Period”) beginning on
(the “Date of Grant”), subject to the limitation that
said Option shall not be exercisable for more than a percentage of
the aggregate number of shares offered by this Option determined by
the number of full years of employment with the Company or its
Affiliates from the Date of Grant to the date of such exercise, in
accordance with the following schedule:
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Notwithstanding anything in this Option Agreement to the contrary,
the Committee, in its sole discretion, may waive the foregoing
schedule of vesting and upon written notice to Optionee, accelerate
the earliest date or dates on which any of the Options granted
hereunder are exercisable.
Section 4. Procedure for
Exercise . The Option herein granted may be exercised by the
delivery by Optionee of written notice to the Secretary of the
Company setting forth the number of
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shares
of Common Stock with respect to which the Option is being
exercised. The notice shall be accompanied by, at the election of
Optionee, (i) cash, cashier’s check, bank draft, or
postal or express money order payable to the order of the Company,
(ii) certificates representing “mature shares” of
Common Stock theretofore owned by Optionee duly endorsed for
transfer to the Company, or (iii) any combination of the
preceding, equal in value to the aggregate exercise price. For
purposes of this Agreement, “mature shares” means
shares of Common Stock for which Optionee has good title, free and
clear of all liens and encumbrances, transferability restrictions
or risk of forfeiture, and which Optionee either (i) has held
for at least six months or (ii) has purchased on the open
market. Notice may also be delivered by telecopy provided that the
exercise price of such shares is received by the Company via wire
transfer on the same day the telecopy transmission is received by
the Company. The notice shall specify the address to which the
certificates for such shares are to be mailed. This Option shall be
deemed to have been exercised immediately prior to the close of
business on the date (i) written notice of such exercise and
(ii) payment in full of the exercise price for the number of
share for which Options are being exercised, are both received by
the Company and Optionee shall be treated for all purposes as the
record holder of such shares of Common Stock as of such date.
As promptly as practicable after
receipt of such written notice and payment, the Company shall
deliver to Optionee certificates for the number of shares with
respect to which such Option has been so exercised, issued in
Optionee’s name or such other name as Optionee directs;
provided, however, that such delivery shall be deemed effected for
all purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to
Optionee at the address specified pursuant to this
Section 4.
Section 5. Termination of
Employment . If, for any reason other than death or disability,
Optionee ceases to be employed by the Company or its Affiliates,
the Option may be exercised (to the extent Optionee would have been
entitled to do so at the date of termination of employment) during
a three month period after such date (after which period the Option
shall expire), but in no event may the Option be exercised after
the expiration of the Option Period. To the extent the Option is
not yet exercisable pursuant to Section 3 hereof on the date
of such termination of employment, the Option shall terminate on
the date of termination of employment. Notwithstanding the
foregoing, if Optionee’s employment is terminated because of
Optionee’s theft or embezzlement from the Company, disclosure
of trade secrets of the Company or the commission of a willful,
felonious act while in the employment of the Company (such reasons
shall hereinafter be collectively referred to as “for
cause”), then the Option or unexercised portion thereof shall
expire upon such termination of employment.
In the event that Optionee dies or is
determined to be disabled while Optionee is employed by the
Company, the Option may be exercised (to the extent Optionee would
have been entitled to do so at the date of death or the
determination of disability) at any time and from time to time,
within a one-year period after such death or determination of
disability, by Optionee, the guardian of Optionee’s est
