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EXHIBIT 10.45
SOUTHWEST BANCORPORATION
OF TEXAS, INC.
1996 STOCK OPTION
PLAN
Amended and Restated as of
June 4, 2002
I. Purpose of the
Plan
The SOUTHWEST BANCORPORATION
OF TEXAS, INC. 1996 STOCK OPTION PLAN (the “Plan”) is
intended to provide a means whereby certain employees of SOUTHWEST
BANCORPORATION OF TEXAS, INC., a Texas corporation (the
“Company”), and its subsidiaries may develop a sense of
proprietorship and personal involvement in the development and
financial success of the Company, and to encourage them to remain
with and devote their best efforts to the business of the Company,
thereby advancing the interests of the Company and its
shareholders. Accordingly, the Company may grant to certain
employees (“Optionees”) the option
(“Option”) to purchase shares of the common stock,
$1.00 par value, of the Company (“Stock”), as
hereinafter set forth. Options granted under the Plan may be either
incentive stock options, within the meaning of section 422(b) of
the Internal Revenue Code of 1986, as amended (the
“Code”), (“Incentive Stock Options”) or
options which do not constitute Incentive Stock Options.
II.
Administration
The Plan shall be
administered by a committee (the “Committee”) of, and
appointed by, the Board of Directors of the Company (the
“Board”), and the Committee shall be (a) comprised
solely of two or more outside directors (within the meaning of
section 162(m) of the Code and applicable interpretive authority
thereunder), and (b) constituted so as to permit the Plan to
comply with Rule 16b-3, as currently in effect or as hereinafter
modified or amended (“Rule 16b-3”), promulgated under
the Securities Exchange Act of 1934, as amended (the “1934
Act”). The Committee shall have sole authority to select the
Optionees from among those individuals eligible hereunder and to
establish the number of shares which may be issued under each
Option; provided, however, that, notwithstanding any provision in
the Plan to the contrary, the maximum number of shares that may be
subject to Options granted under the Plan to an individual Optionee
during any calendar year may not exceed 500,000 (subject to
adjustment in the same manner as provided in Paragraph VIII hereof
with respect to shares of Stock subject to Options then
outstanding). The limitation set forth in the preceding sentence
shall be applied in a manner which will permit compensation
generated under the Plan to constitute
“performance-based” compensation for purposes of
section 162(m) of the Code, including, without limitation, counting
against such maximum number of shares, to the extent required under
section 162(m) of the Code and applicable interpretive authority
thereunder, any shares subject to Options that are canceled or
repriced. In selecting the Optionees from among individuals
eligible hereunder and in establishing the number of shares that
may be issued under each Option, the Committee may take into
account the nature of the services rendered by such individuals,
their present and potential contributions to the Company’s
success and such other factors as the Committee in its
discretion shall deem relevant. The
Committee is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, consistent with the
provisions of the Plan, as it may deem advisable to carry out the
Plan. All decisions made by the Committee in selecting the
Optionees, in establishing the number of shares which may be issued
under each Option and in construing the provisions of the Plan
shall be final. If a Committee is not appointed by the Board, the
Board shall act as the Committee for purposes of the
Plan.
III. Option
Agreements
(a) Each Option shall be evidenced by a
written agreement between the Company and the Optionee
(“Option Agreement”) which shall contain such terms and
conditions as may be approved by the Committee. The terms and
conditions of the respective Option Agreements need not be
identical. Specifically, an Option Agreement may provide for the
surrender of the right to purchase shares under the Option in
return for a payment in cash or shares of Stock or a combination of
cash and shares of Stock equal in value to the excess of the fair
market value of the shares with respect to which the right to
purchase is surrendered over the option price therefor
(“Stock Appreciation Rights”), on such terms and
conditions as the Committee in its sole discretion may prescribe;
provided, that, except as provided in Subparagraph VIII(c) hereof,
the Committee shall retain final authority (i) to determine
whether an Optionee shall be permitted, or (ii) to approve an
election by an Optionee, to receive cash in full or partial
settlement of Stock Appreciation Rights. Moreover, an Option
Agreement may provide for the payment of the option price, in whole
or in part, by the delivery of a number of shares of Stock (plus
cash if necessary) having a fair market value equal to such option
price.
(b) For all purposes under the Plan, the
fair market value of a share of Stock on a particular date shall be
equal to the mean of the high and low sales prices of the Stock
(i) reported by the National Market System of NASDAQ on that
date or (ii) if the Stock is listed on a national stock
exchange, reported on the stock exchange composite tape on that
date; or, in either case, if no prices are reported on that date,
on the last preceding date on which such prices of the Stock are so
reported. If the Stock is traded over the counter at the time a
determination of its fair market value is required to be made
hereunder, its fair market value shall be deemed to be equal to the
average between the reported high and low or closing bid and asked
prices of Stock on the most recent date on which Stock was publicly
traded. In the event Stock is not publicly traded at the time a
determination of its value is required to be made hereunder, the
determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.
(c) Each Option and all rights granted
thereunder shall not be transferable other than by will or the laws
of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and shall be exercisable during the Optionee’s
lifetime only by the Optionee or the Optionee’s guardian or
legal representative.
IV. Eligibility of
Optionee
Options may be granted only
to individuals who are employees (including officers and directors
who are also employees) of the Company or any parent or subsidiary
corporation (as
-2-
defined in section 424 of the Code) of
the Company at the time the Option is granted; provided, however,
that Options which do not constitute Incentive Stock Options may be
granted to individuals who are directors (but not also employees)
of the Company or any such parent or subsidiary corporation.
Options may be granted to the same individual on more than one
occasion. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of section 422(b)(6) of
the Code, unless (i) at the time such Option is granted the
option price is at least 110% of the fair market value of the Stock
subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of
grant. To the extent that the aggregate fair market value
(determined at the time the respective Incentive Stock Option is
granted) of stock with respect to which Incentive Stock Options are
exercisable for the first time by an individual during any calendar
year under all incentive stock option plans of the Company and its
parent and subsidiary corporations exceeds $100,000, such excess
In
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