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EXHIBIT 4.2
TEXAS CAPITAL BANCSHARES INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Texas Capital Bancshares, Inc. hereby establishes the Texas Capital
Bancshares, Inc. 2000 Employee Stock Purchase Plan (the "Plan") upon the terms
and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of the Plan is to provide employees of Texas Capital
Bancshares, Inc. and its Subsidiaries (hereinafter referred to as "Bancshares")
with an opportunity to purchase Common Stock of Bancshares. It is the intention
of Bancshares to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.
ARTICLE III
DEFINITIONS
(a) "Account" shall mean the bookkeeping account maintained by
Bancshares, or by a record keeper on behalf of Bancshares, for a Participant
pursuant to Article VII(a).
(b) "Board" shall mean the Board of Directors of Bancshares.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the committee that may be appointed by the
Board to administer this Plan pursuant to Article XII.
(e) "Common Stock" shall mean the common stock of Bancshares.
(f) "Compensation" shall mean an Eligible Employee's regular earnings,
overtime pay, sick pay and vacation pay. Compensation also includes any amounts
contributed as salary reduction contributions to a plan qualifying under Section
401(k) of the Code. Any other form of remuneration is excluded from
Compensation, including (but not limited to) the following: commissions,
incentive compensation, bonuses, prizes, awards, housing allowances, stock
option exercises, stock appreciation rights, restricted stock exercises,
performance awards, auto allowances, tuition reimbursement and other forms of
imputed income.
(g) "Contributions" shall mean all bookkeeping amounts credited to the
Account of a Participant pursuant to Article VII(a).
(h) "Eligible Employee" shall mean any common law employee of
Bancshares. Notwithstanding the foregoing, "Eligible Employee" shall not include
any employee who (i) has not as of the Grant Date completed at least 90 days of
continuous full-time employment with Bancshares, (ii) whose customary employment
is for less than 20 hours per week, or (iii) whose customary employment is for
not more than five months in a calendar year.
(i) "Effective Date" shall mean July 1, 2000.
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(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) "Exercise Date" shall mean, with respect to an Offering Period, the
last day of that Offering Period.
(l) "Fair Market Value" shall mean the value of Bancshares' Common
Stock on a particular date as determined by the Board (or Committee) in good
faith; provided that, in the event the Common Stock becomes registered under
Section 12 of the Exchange Act, the Fair Market Value of Bancshares' Common
Stock shall mean the last reported sale price per share of Common Stock on such
date, or in case no such sale takes place on such date, the average of the
closing and asking prices, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on a national securities exchange or included for quotation
on the Nasdaq market, or if the Common Stock is not listed or admitted for
trading or included for quotation, the last quote price, or if the Common Stock
is not so quoted, the average of the high bid and low asked prices, in the
over-the-counter market, as reported by the NASD Automatic Quotation System or,
if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Stock as selected in
good faith by the Committee. If the relevant date is not a trading day, the
determination shall be made as of the next preceding trading day. As used
herein, the term "trading day" means a day on which public trading of securities
occurs and as reported in the principal consolidated reporting system referred
to above, or if the Common Stock is not listed or admitted to trading on a
national market securities exchange or included for quotation on the Nasdaq
National Market, any business day.
(m) "Grant Date" shall mean the first day of each Offering Period.
(n) "Offering Period" shall mean the six-consecutive month period
commencing on each January 1 and July 1.
(o) "Option" shall mean the stock option to acquire Shares granted to a
Participant pursuant to Article VIII.
(p) "Option Price" shall mean the per share exercise price of an Option
as determined in accordance with Article VIII(b).
(q) "Participant" shall mean an Eligible Employee who has elected to
participate in this Plan and who has filed a valid and effective Subscription
Agreement to make Contributions pursuant to Article VI.
(r) "Plan" shall mean this Texas Capital Bancshares Inc. 2000 Employee
Stock Purchase Plan, as amended from time to time.
(s) "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16.
(t) "Section 16" shall mean Section 16 of the Exchange Act.
(u) "Share" shall mean a share of Common Stock.
(v) "Subscription Agreement" shall mean the written agreement filed by
an Eligible Employee with Bancshares pursuant to Article VI to participate in
this Plan.
(w) "Subsidiaries" shall mean any present or future corporation(s)
which (i) would be a "subsidiary corporation" of Texas Capital Bancshares, Inc.
as that term is defined in Section 424 of the Code and is (ii) designated as a
participant in the Plan by the Board.
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ARTICLE IV
ELIGIBILITY
(a) Any person who is an Eligible Employee as of the Grant Date of a
given Offering Period shall be eligible to participate in such Offering Period
under the Plan, subject to the requirements of Article VI and the limitations
imposed by Section 423(b) of the Code.
(b) Notwithstanding anything else contained herein, a person who is
otherwise an Eligible Employee shall not be granted any Option or other right to
purchase Shares under this Plan to the extent it would, if exercised, cause the
person to own "stock" (as such term is defined for purposes of Section 423(b)(3)
of the Code) possessing 5% or more of the total combined voting power or value
of all classes of stock of Bancshares. In addition, no Employee shall be granted
an Option which permits his rights to purchase Shares under the Plan (and under
all employee stock purchase plans of Bancshares qualified under Section 423 of
the Code) at a rate which exceed $25,000 of the fair market value of the stock
of Bancshares (determined at the time the right to purchase such Stock is
granted) for each calendar year during which such right is outstanding. For this
purpose, a right to purchase Shares accrues when it first becomes exercisable
during the calendar year. In determining whether the stock ownership of an
Eligible Employee equals or exceeds the 5% limit set forth above, the rules of
Section 424(d) of the Code (relating to attribution of stock ownership) shall
apply.
ARTICLE V
OFFERING PERIODS
The Plan shall be implemented by a series of Offering Periods of six (6)
months duration, with new Offering Periods commencing on or about January 1 and
July 1 of each year (or at such other time or times as may be determined by the
Board). The initial Offering Period shall commence on the Effective Date. The
Plan shall continue until terminated in accordance with Article XVIII hereof.
The Board shall have the power to change the duration and/or the
frequency of Offering Periods with respect to future offerings without
shareholder approval if such change is announced at least five (5) days prior to
the scheduled beginning of the first offering Period to be affected.
ARTICLE VI
PARTICIPATION
An Eligible Employee may become a participant in this Plan by
completing a Subscription Agreement on a form approved by and in a manner
prescribed by the Board (or Committee). To become effective, Subscription
Agreements must be filed with Bancshares prior to the next occurring Grant Date
and must set forth the percentage or dollar amount of the Eligible Employee's
Compensation (which shall not be less than 1% and not more than 10% of such
Eligible Employee's Compensation) to be credited to the Participant's Account as
Contributions for each pay period. Subscription Agreements shall contain the
Eligible Employee's authorization and consent to Bancshares' withholding from
his or her Compensation the amount of his or her Contributions. A Subscription
Agreement shall automatically remain valid for subsequent Offering Periods until
revoked by a Subscription Agreement filed pursuant to Article VII(d) or
terminated by the Participant.
ARTICLE VII
PAYMENT OF CONTRIBUTIONS
(a) Bancshares shall maintain on its books, or cause to be maintained
by a recordkeeper, an Account in the name of each Participant. The percentage of
Compensation elected to be applied as Contributions by a Participant shall be
deducted from such Participant's Compensation on each payday during the period
for payroll deductions set forth below and such payroll deductions shall be
credited to that Participant's Account as soon as administratively practicable
after such date. A Participant may not make any additional payments to his or
her Account. A Participant's Account shall be reduced by any amounts used to pay
the Option Price of Shares acquired, or by any other amounts distributed
pursuant to the terms hereof.
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(b) Payroll deductions with respect to an Offering Period shall
commence as of the first day of the payroll period which coincides with or
immediately follows the applicable Grant Date and shall end on the last day of
the payroll period which coincides with or immediately precedes the applicable
Exercise Date, unless sooner terminated by the Participant as provided in this
Article or until his or her participation terminates pursuant to Article XI.
(c) A Participant may terminate his or her Contributions during an
Offering Period by completing and filing with Bancshares, in such form and on
such terms as the Board may prescribe, a written withdrawal form which shall be
signed by the Participant. Such termination shall be effective as soon as
administratively practicable after its receipt by Bancshares.
(d) A Participant may change the level of his or her Contributions by
completing and filing with Bancshares, in such form and on such terms as the
Board may prescribe, a new Subscription Agreement which shall be signed by the
Participant. The Subscription Agreement must set forth the percentage or dollar
amount of the Eligible Employee's Compensation (which shall not be less than 1%
and not more than 10% of such Eligible Employee's Compensation) to be credited
to the Participant's Account as Contributions for each pay period. Any such
changes must be filed with Bancshares prior to the next occurring Grant Date.
Such change shall be effective as of the next occurring Grant Date. Any
Subscription Agreement made pursuant to this Article VII(d) will revoke any then
outstanding Subscription Agreement.
ARTICLE VIII
GRANT OF OPTION
(a) On each Grant Date, each Eligible Employee who is a participant
during that Offering Period shall be granted an Option to purchase a number of
Shares. The Option shall be exercised on the Exercise Date. The number of Shares
subject to the Option shall be determined by dividing the Participant's Account
balance as of the applicable Exercise Date by the Option Price.
(b) The Option Price per Share of the Shares subject to an option shall
be 85% of the Fair Market Value of a Share on the applicable Grant Date of each
Offering Period.
ARTICLE IX
EXERCISE OF OPTION
Unless a Participant's participation is terminated as provided in
Article XI, his or her option to purchase Shares shall be exercised
automatically on the Exercise Date for that Offering Period, without any further
action on the Participant's part, and the maximum number of Shares subject to
such option shall be purchased at the Option Price with the balance in such
Participant's Account. The Board (or Committee), in its discretion and prior to
the applicable offering Period, shall limit the purchase of fractional Shares
under the Plan; provided that if any amount (which is not sufficient to purchase
a whole Share) remains in a Participant's Account after the exercise of his or
her Option on the Exercise Date: (i) such amount shall be credited to such
Participant's Account for the next Offering Period, if he or she is then a
Participant; or (ii) if such Participant is not a Participant in the next
offering Period, or if the Board (or Committee) so elects, such amount shall be
refunded to such Participant as soon as administratively practicable after such
date.
ARTICLE X
DELIVERY
As soon as administratively practicable after an Exercise Date,
Bancshares shall deliver to each Participant a certificate representing the
Shares purchased upon exercise of his or her Option. Bancshares may make
available an alternative arrangement for delivery of Shares to a recordkeeping
service. The Board (or Committee), in its discretion, either may require or
permit the Participant to elect that such certificates be delivered to such
recordkeeping service. Bancshares may serve as the recordkeeping service. In the
event Bancshares is required to
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obtain from any commission or agency the authority to issue any such
certificate, Bancshares will seek to obtain such authority. Inability of
Bancshares to obtain from any such commission or agency the authority which
counsel for Bancshares deems necessary for the lawful issuance of any such
certificate shall relieve Bancshares from liability to any Participant except to
return to the Participant the amount of the balance in his or her Account.
ARTICLE XI
TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS
(a) Upon a Participant's termination from employment with Bancshares for
any reason or in the event that a Participant is no longer an Eligible Employee
or if the Participant elects to terminate Contributions pursuant to Article VII,
at any time prior to the last day of an Offering Period in which he or she
participates, such Participant's Account shall be paid to him or her in cash,
or, in the event of such Participant's death, paid to the person or persons
entitled thereto under Article XIII, and such Participant's Option for that
Offering Period shall be automatically terminated.
(b) A Participant's termination of Plan participation precludes the
Participant from again participating in this Plan during that Offering Period.
However, such termination shall not have any effect upon his or her ability to
participate in any succeeding Offering Period, provided that the applicable
eligibility and participation requirements are again met. A Participant's
termination from Plan participation shall be deemed to be a revocation of that
Participant's Subscription Agreement and such Participant must file a new
Subscription Agreement to resume Plan participation in any succeeding Offering
Period.
ARTICLE XII
ADMINISTRATION
The Board, or a committee named by the Board, shall supervise and
administer the Plan and shall have full power to adopt, amend and rescind any
rules deemed desirable and appropriate for the administration of the Plan and
not inconsistent with the Plan, to construe and interpret the Plan, and to make
all other determinations necessary or advisable for the administration of the
Plan.
ARTICLE XIII
DESIGNATION OF BENEFICIARY
(a) A Participant may file, in a manner prescribed by the Board, a
written designation of a beneficiary who is to receive any Shares or cash from
such Participant's Account under this Plan in the event of such Participant's
death. If a Participant's death occurs subsequent to the end of an Offering
Period but prior to the delivery to him or her of any Shares deliverable under
the terms of this Plan, such Shares and any remaining balance of such
Participant's Account shall be paid to such beneficiary (or such other person as
set forth in Article XIII(b)) as soon as administratively practicable after
Bancshares receives notice of such Participant's death and any outstanding
unexercised option shall terminate. If a Participant's death occurs at any other
time, the balance of such Participant's Account shall be paid to such
beneficiary (or such other person as set forth in Article XIII(b)) in cash as
soon as administratively practicable after Bancshares receives notice of such
Participant's death and such Participant's Option shall terminate. If a
Participant is married and the designated beneficiary is not his or her spouse,
spousal consent shall be required for such designation to be effective.
(b) Beneficiary designations may be changed by the Participant (and his
or her spouse, if required) at any time on forms provided and in the manner
prescribed by the Board. If a Participant dies with no validly designated
beneficiary under this Plan who is living at the time of such Participant's
death, Bancshares shall deliver all Shares and/or cash payable pursuant to the
terms hereof to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed, Bancshares, in its
discretion, may deliver such Shares and/or cash to the spouse or to any one or
more dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to Bancshares, then to such other person as Bancshares may
designate.
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ARTICLE XIV
TRANSFERABILITY
Neither Contributions credited to a Participant's Account nor any
Options or rights with respect to the exercise of options or right to receive
Shares under this Plan may be anticipated, alienated, encumbered, assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution, or as provided in Article XIII) by the
Participant. Any such attempt at anticipation, alienation, encumbrance,
assignment, transfer, pledge or other disposition shall be without effect and
all amounts shall be paid and all shares shall be delivered in accordance with
the provisions of this Plan. Amounts payable or Shares deliverable pursuant to
this Plan shall be paid or delivered only to the Participant or, in the event of
the Participant's death, to the Participant's beneficiary pursuant to Article
XIII.
ARTICLE XV
USE OF FUNDS; INTEREST
All Contributions received or held by Bancshares under this Plan will
be included in the general assets of Bancshares and may be used for any
corporate purpose. No interest will be paid to any Participant or credited to
his or her Account under this Plan.
ARTICLE XVI
STATEMENTS
Statements shall be provided to Participants as soon as
administratively practicable following an Exercise Date. Each Participant's
statement shall set forth, as of such Exercise Date, the Participant's Account
balance immediately prior to the exercise of his or her Option, the Fair Market
Value of a Share, the Option Price, the number of Shares purchased and his or
her remaining Account balance, if any.
ARTICLE XVII
ADJUSTMENTS OF AND CHANGES IN THE STOCK
(a) The following provisions will apply if any extraordinary dividend
or other extraordinary distribution occurs in respect of the Shares (whether in
the form of cash, Common Stock, other securities, or other property), or any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of Bancshares, or any similar,
unusual or extraordinary corporate transaction (or event in respect of the
Common Stock) or a sale of substantially all the assets of Bancshares occurs.
The Board will, in such manner and to such extent (if any) as it deems
appropriate and equitable:
(i) proportionately adjust any or all of: (a) the number and
type of Shares (or other securities) that thereafter may be made the
subject of Options; (b) the number, amount and type of Shares (or other
securities or property) subject to any or all outstanding Options; (c)
the Option Price of any or all outstanding options; or (d) the
securities, cash or other property deliverable upon exercise of any
outstanding options, or
(ii) in the case of an extraordinary dividend or other
distribution, recapitalization, reclassification, merger,
reorganization, consolidation, combination, sale of assets, split up,
exchange, or spin off, make provision for the substitution, settlement,
or exchange of any or all outstanding Options or the cash, securities
or property deliverable to the holder of any or all outstanding Options
based upon the distribution or consideration payable to holders of the
Common Stock upon or in respect of such event.
In each case, no such adjustment will be made that would cause this Plan to
violate Section 423 of the Code or any successor provisions without the written
consent of a simple majority of the Participants materially adversely affected
thereby. In any of such events, the Committee may take such action sufficiently
prior to such event if
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necessary to permit the Participant to realize the benefits intended to be
conveyed with respect to the underlying shares in the same manner as is
available to stockholders generally.
(b) Upon a dissolution of Bancshares, or any other event described in
Article XVII(a) that Bancshares does not survive, the Plan and, if prior to the
last day of an offering Period, any outstanding option granted with respect to
that Offering Period shall terminate, subject to any provision that has been
expressly made by the Board through a plan or reorganization approved by the
Board or otherwise for the survival, substitution, assumption, exchange or other
settlement of the Plan and Options. In the event a Participant's Option is
terminated pursuant to this Article XVII(b), such Participant's Account shall be
paid to him or her in cash.
ARTICLE XVIII
TERM OF PLAN; AMENDMENT OR TERMINATION
(a) This Plan shall become effective as of the Effective Date. No new
Offering Periods shall commence on or after the tenth anniversary of the
Effective Date and this Plan shall terminate on such date unless sooner
terminated pursuant to this Article.
(b) The Board may amend, modify or terminate this Plan at any time
without notice. Shareholder approval for any amendment or modification shall not
be required, except to the extent required by Section 423 of the Code or other
applicable law, or deemed necessary or advisable by the Board. No amendment,
modification, or termination pursuant to this Article shall, without the written
consent of the Participants, affect in any manner materially adverse to the
Participants any rights or benefits of such Participants or obligations of
Bancshares under any option granted under this Plan prior to the effective date
of such change. Changes contemplated by Article XVII shall not be deemed to
constitute changes or amendments requiring Participant consent. Notwithstanding
the foregoing, the Board shall have the right to designate from time to time the
Subsidiaries, if any, whose employees may be eligible to participate in this
Plan and such designation shall not constitute any amendment to this Plan
requiring shareholder approval.
ARTICLE XIX
NOTICES
All notices or other communications by a Participant to Bancshares
contemplated by the Plan shall be deemed to have been duly given when received
in the form and manner specified by the Board (or Committee) at the location, or
by the person, designated by the Board (or Committee) for that purpose.
ARTICLE XX
CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such Shares complies
with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, any
applicable state securities laws, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed.
As a condition precedent to the exercise of any Option, if, in the
opinion of counsel for Bancshares such a representation is required under
applicable law, Bancshares may require any person exercising such Option to
represent and warrant that the Shares subject thereto are being acquired only
for investment and without any present intention to sell or distribute such
Shares.
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ARTICLE XXI
PLAN CONSTRUCTION
(a) It is the intent of Bancshares that transactions in and affecting
Options in the case of Participants who are or may be subject to the
prohibitions of Section 16 satisfy any then applicable requirements of Rule
16b-3 so that such persons (unless they otherwise agree) will be entitled to the
exemptive relief of Rule 16b-3 in respect of those transactions and will not be
subject to avoidable liability thereunder. Accordingly, this Plan shall be
deemed to contain and the Shares issued upon exercise thereof shall be subject
to, such additional conditions and restrictions as may be required by Rule 16b3
to qualify for the maximum exemption from Section 16 with respect to Plan
transactions.
(b) If any provision of this Plan or of any option would otherwise
frustrate or conflict with the intents expressed above, that provision to the
extent possible shall be interpreted so as to avoid such conflict. If the
conflict remains irreconcilable, the Board may disregard the provision if it
concludes that to do so furthers the interest of Bancshares and is consistent
with the purposes of this Plan as to such persons in the circumstances.
ARTICLE XXII
EMPLOYEES' RIGHTS
Nothing in this Plan (or in any agreement related to this Plan) shall
confer upon any Eligible Employee or Participant any right to continue in the
service or employ of Bancshares or constitute any contract or agreement of
service or employment, or interfere in any way with the right of Bancshares to
reduce such person's compensation or other benefits or to terminate the services
or employment or such Eligible Employee or Participant, with or without cause,
but nothing contained in this Plan or any document related hereto shall affect
any other contractual right of any Eligible Employee or Participant. No
Participant shall have any rights as a shareholder until a certificate for
Shares has been issued in the Participant's name following exercise of his or
her Option. No adjustment will be made for dividends or other rights as a
shareholder for which a record date is prior to the issuance of such Share
certificate. Nothing in this Plan shall be deemed to create any fiduciary
relationship between Bancshares and any Participant.
ARTICLE XXIII
COMMON STOCK AVAILABLE FOR THE PLAN
The aggregate number of Shares of Common Stock which may be issued
pursuant to this Plan shall be 80,000 Shares of Bancshares' Common Stock. If,
and to the extent, that the number of issued Shares of Common Stock shall be
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in Common Stock, or the like, the number of
Shares subject to grant hereunder and the Option Price thereof shall be
proportionately adjusted.
ARTICLE XXIV
DISPOSITIONS OF STOCK, RIGHT OF FIRST REFUSAL AND REPURCHASE
(a) Prior to the date on which Bancshares' Common Stock is offered for
sale to the public following successful registration of the stock with the
Securities and Exchange Commission, the Participant may not sell, exchange,
transfer, pledge or otherwise dispose of any Common Stock acquired through the
exercise of an Option granted hereunder until after the expiration of a six (6)
month holding period measured from the Exercise Date following the transfer of
such Common Stock to the Participant.
(b) In the event that, prior to the date on which Bancshares' Common
Stock is offered for sale to the public following successful registration of the
Common Stock with the Securities and Exchange Commission, the Participant shall
incur a termination of employment for any reason, Bancshares, following the six
(6) month holding period described in Article XXIV(a), shall have the right, but
not the obligation, to repurchase at any time some or all of Participant's
Shares of Common Stock acquired through the exercise of an Option granted herein
at the Fair Market Value of such Common Stock at the date of repurchase.
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(c) Prior to the date on which Bancshares' Common Stock is offered for
sale to the public following successful registration of the stock with the
Securities and Exchange Commission, Bancshares, following the six (6) month
holding period described in Article XXIV(a), shall have the right of first
refusal with respect to Participant's Shares of Common Stock at a purchase price
equal to the lower of the Fair Market Value at date of repurchase or the price
offered by a bona fide purchaser. The Participant shall, as a condition
precedent to his or her right to sell such shares of Common Stock to purchaser,
comply with the following procedure:
(i) By written notice (the "Notice"), the Participant shall
inform Bancshares of the purchaser's offer, the number of Shares of
Common Stock proposed to be transferred , the price per Share, the
proposed closing date (which shall be no sooner than fifty (50) days
from the date of the Notice), all other terms and conditions of the
purchaser's offer and shall further contain an offer to sell all of the
offered Shares to Bancshares or its assign pursuant to the terms and
provisions of this Article XXIV and on the same terms and conditions
contained in the purchaser's offer.
(ii) Bancshares, at its option, exercisable within twenty (20)
days of the receipt of the Notice, may purchase all or any part of the
offered Shares. In addition, Bancshares shall be entitled to assign its
right to purchase the offered Shares to one or more third parties.
(iii) If Bancshares shall elect to purchase some or all of the
offered Shares, it shall deliver notice of the exercise of its option
to the Participant not later than the twentieth day following receipt
of the Notice. In addition, if Bancshares shall assign some or all of
its right to purchase the offered Shares to a third party, it shall
deliver notice of such assignment, together with the number of the
offered shares to be purchased by such third party, not later than the
twentieth day following receipt of the Notice. Following delivery of
Bancshares' (or the third party) notice of exercise of the option
granted herein to purchase the offered Shares, Bancshares shall set a
closing date, which shall not be later than twenty days following the
delivery of Bancshares' (or the third party's) notice of intent to
purchase offered Shares.
(iv) To the extent that Bancshares and its assigns shall elect
to purchase less than all of the offered Shares, the Participant shall
thereafter be entitled to sell those offered Shares not being so
purchased upon the terms and conditions set forth in the Notice. Any
modification of such terms and conditions shall require additional
compliance with the provisions set forth in this Article XXIV.
(d) In the event that Bancshares exercises its rights under this
Article XXIV with regard to, the Participant's Shares, it has the right to
tender such purchase price in installments, with interest, over a period not to
exceed twelve (12) months. For purposes of such an installment payment, interest
shall be calculated and paid not less frequently than annually, and shall equal
the prime rate of interest charged by Bancshares' primary bank.
ARTICLE XXV
MISCELLANEOUS
(a) This Plan and related documents shall be governed by, and construed
in accordance with, the laws of the State of Delaware. If any provision shall be
held by a court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of this Plan shall continue to be fully effective.
(b) Captions and headings are given to the articles of this Plan solely
as a convenience to facilitate reference. Such captions and headings shall not
be deemed in any way material or relevant to the construction of interpretation
of this Plan or any provision hereof.
(c) The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for Bancshares. Nothing in this Plan shall be
construed to limit the right of Bancshares (i) to establish any other forms of
incentives or compensation for employees of Bancshares, or (ii) to grant or
assume options (outside the scope of and in addition to those contemplated by
this Plan) in connection with any proper corporate purpose.
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IN WITNESS WHEREOF, Bancshares has caused its duly authorized officers
to execute this Texas Capital Bancshares, Inc. 2000 Employee Stock Purchase
Plan, and to apply the Corporate seal hereto as of May 31, 2000.
TEXAS CAPITAL BANCSHARES, INC.
By: /s/ Joseph M. Grant
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Joseph M. Grant
Chairman and Chief Executive Officer
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