DIRECTOR STOCK OPTION AGREEMENT
THIS STOCK OPTION has been granted effective as of July 24, 1998, by
METROBANK, N.A., a national banking association (the "Bank"), to
_____________________ ("Optionee").
RECITALS
Effective July 24, 1998, the Board of Directors of the Bank granted this
non-qualified stock option as a reward for the Optionee's hard work since the
formation of the Bank to make the Bank a success.
OPTION
The Bank hereby grants to Optionee the right to purchase shares of
Common Stock, $5.00 par value ("Common Stock"), from the Bank upon the
following terms and conditions:
SECTION 1. NUMBER OF SHARES. The Optionee may purchase a total of
5,000 shares of Common Stock under this option, which may be purchased at any
time, or from time to time, in whole or in part, until the option term
expires. The number of shares granted shall be subject to Recapitalization
Adjustments under the provisions of Section 3. This option is intended to be
a non-qualified stock option.
SECTION 2. OPTION PRICE. The Option Price shall be $44.00 per share,
which, in the good faith belief of the Board of Directors on the date hereof,
is 100% of the fair market value of a share of the Bank's Common Stock on the
date of grant. Such Option Price is subject to Recapitalization Adjustments
under the provisions of Section 3.
SECTION 3. ADJUSTMENTS TO NUMBER OF SHARES AND OPTION PRICE. In the
event of any subdivision or combination of shares of Common Stock, or in the
event of a stock dividend, capital reorganization, recapitalization,
consolidation or merger with the Bank as the surviving corporation, such
Recapitalization Adjustment as the Board of Directors shall deem to be
appropriate shall be made to the number of shares subject to purchase under
this Stock Option or to the Option Price with respect to such shares or to
both. In particular, the Board of Directors has proposed, subject to
shareholder approval, (i) the formation of a new bank holding company to be
named "MetroCorp Bancshares, Inc." (the "Holding Company") and (ii) the
exchange of all outstanding shares of Common Stock of the Bank on a
four-for-one basis for shares of Common Stock of the Holding Company. If the
Holding Company is successfully formed on the four-for-one exchange basis
described above, this Stock Option shall be automatically converted into an
option to purchase 20,000 shares of Common Stock of the Holding Company at an
Option Price of $11.00 per share, and all references herein to the Bank shall
be deemed to be references to the Holding Company.
SECTION 4. OPTION TERM. Subject to the provisions of Sections 1 and 6
herein, the term of this Stock Option shall be for the five (5) year period
commencing on the date hereof and ending on July, 24, 2003.
SECTION 5. TERMINATION OF DIRECTORSHIP. All rights of a director in
this option, to the extent that it has not been exercised, shall terminate
upon the termination of his or her services as a director for any reason
other than the death of the director or retirement in accordance with the
Bank policy or retirement because of total and permanent disability. In the
case of such a retirement, a director's option shall terminate one (1) year
after the date of retirement or, if earlier, on the original expiration date
of the option. Notwithstanding the foregoing, any option granted to a
director under the Plan and outstanding on the date of the director's death
may be exercised by the personal representative of the director's estate or
by the person or persons to whom the option is transferred pursuant to the
director's will or in accordance with the laws of descent and distribution at
any time prior to the earlier of the one (1) year after the date of the
director's death or the original expiration date of such option; upon the
earlier of such events the option shall terminate.
SECTION 6. LIMITATIONS ON RIGHT TO EXERCISE STOCK OPTION. The right to
exercise this Stock Option during the Option Exercise Period shall be subject
to the following limitations:
(a) During the lifetime of the Optionee, no one other than the
Optionee may exercise this Stock Option.
(b) After the death of the Optionee, this Stock Option may be
exercised only by a successor Optionee who has become entitled hereunder by
will or the laws of descent and distribution, and who satisfies the Bank of
his or her entitlement under such will or laws.
(c) There shall be no right to exercise this Stock Option with
respect to a fractional share.
SECTION 7. PAYMENT FOR STOCK. The Optionee may pay the Option Price in
cash or its equivalent or by exchanging shares of Common Stock of the Bank
previously acquired by Optionee.
SECTION 8. MANNER OF EXERCISE OF STOCK OPTION. Any exercise of this
Stock Option must be given by notice in writing to the President of the Bank.
Such notice must specify the number of shares of Common Stock covered by
the exercise and must be accompanied by payment in full consideration for the
shares as to which they are exercised in one or a combination of the
following alternative forms:
(a) cash (including check, bank draft or money order);
(b) shares of Common Stock previously acquired and held for at least
six (6) months and standing in the name of the director equal in value on
the date of exercise to the Option Price of the shares being exercised
hereunder; or
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(c) by delivering a properly executed exercise note together with
irrevocable instructions to a broker to deliver promptly to the Bank the
total Option Price in cash.
If the value of the shares tendered is less than the Option Price, any
balance shall be paid in cash or its equivalent. If the value of a
certificate for shares tendered is in excess of the Option Price, the excess
representing any fraction of a share value will be refunded to Optionee in
cash by the Bank, and any excess representing whole share values will be
refunded to Optionee by the issuance of a new Stock certificate representing
such whole shares. If the Optionee desires that the shares of Common Stock
be registered in his name and that of another as joint tenants with right of
survivorship, he should so state in the notice. In no case may fewer than
one hundred (100) of such shares be purchased at any one time, except to
purchase a residue of fewer than one hundred (100) shares. An option may not
be exercised for a fractional share.
SECTION 9. WITHHOLDING TAXES. Whenever the Bank is required to issue
shares of Common Stock hereunder, the Bank shall have the right to require
the Optionee to remit to the Bank an amount sufficient to satisfy any
Federal, state and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. Alternatively,
at the Bank's discretion, the Bank may issue, transfer or vest only such
number of shares of Common Stock net of the number of shares sufficient to
satisfy the withholding tax requirements. For withholding tax purposes, the
shares of Common Stock shall be valued on the date the withholding obligation
is incurred.
SECTION 10. COMPLIANCE WITH SECURITIES LAWS. The Bank shall not be
required to sell or issue any shares of Common Stock under the Stock Option
evidenced hereby if the issuance of such shares shall constitute or result in
a violation by the Optionee or the Bank of any federal or state securities or
other laws. The Bank may, but shall in no event be obligated to, register
any shares covered hereby pursuant to applicable securities laws of any
country or political subdivision thereof. In the event the shares issuable
on exercise of the Stock Option evidenced hereby are not so registered, the
Bank may imprint on the certificate representing such shares any legend that
counsel for the Bank considers necessary or advisable to comply with
applicable law.
SECTION 11. NON-TRANSFER OF STOCK OPTION. This Stock option is not
transferable otherwise than by will or the laws of descent and distribution.
SECTION 12. OWNERSHIP OF BANK STOCK AND DELIVERY OF CERTIFICATE. Upon
exercise of this Stock Option and payment therefore in accordance with
Section 8, the Bank shall take prompt action to have the shares of Common
Stock covered by the particular exercise of this Stock Option issued or
transferred to the Optionee or to the Optionee and another as joint tenants
with right of survivorship or to a successor Optionee and such Optionee or
person shall own such shares of Common Stock covered by the particular
exercise of this Stock Option from and after the date of their issuance or
transfer on the books of the Bank, but such person or persons shall have no
rights as a stockholder of the Bank until such shares of Common Stock are so
issued or transferred. The Bank agrees, within a reasonable time thereafter,
to deliver to the Optionee or successor Optionee
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a certificate or certificates evidencing ownership of the shares of Common
Stock covered by the particular exercise of this Stock Option.
SECTION 13. NOTICES AND PAYMENTS. Any notice to be given by the
Optionee or Successor Optionee hereunder shall be in writing, and any such
notice and payment hereunder shall be deemed to have been duly given or made
only upon receipt thereof by the President of the Bank. Any notice or
communication by the Bank hereunder shall be in writing and shall be deemed
to have been given in the case of the Optionee if mailed or delivered to the
Optionee at his last known address, or to such other address as the Optionee
may specify for the purpose by notice in writing to the Bank.
SECTION 14. WAIVER. The waiver by the Bank of any provision of this
Stock Option at any time or for any purpose shall not operate as or be
construed to a waiver of the same or any other provision of this Stock Option
at any subsequent time or for any other purpose.
SECTION 15. SECTION HEADINGS. The section headings in this Stock
Option are for convenience of reference only and shall not be deemed a part
of, or germane to, the interpretation or construction of this Stock Option.
SECTION 16. GOVERNING LAW. The validity and construction of this Stock
Option shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the Bank has caused this Stock Option to be executed
by its duly authorized officer on the date first above written.
METROBANK, N.A.
By:
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Name:
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Title:
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