exv10w5



 





EXHIBIT 10.5




INCENTIVE STOCK OPTION AGREEMENT




     AGREEMENT made as of the           DAY OF
                                        200         , between SOUTHWEST
BANCORPORATION OF TEXAS, INC., a Texas corporation (the “Company”) and
                                        (“Employee”).



     To carry out the purposes of the SOUTHWEST BANCORPORATION OF TEXAS, INC.
1996 STOCK OPTION PLAN (the “Plan”), by affording Employee the opportunity to
purchase shares of common stock of the Company (“Stock”), and in consideration
of the mutual agreements and other matters set forth herein and in the Plan,
the
Company and Employee hereby agree as follows:



     1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee the
right and option (“Option”) to purchase all or any part of an aggregate of
          shares of Stock, on the terms and conditions set forth herein and in
the Plan, which Plan is incorporated herein by reference as a part of the
Agreement. This Option is intended to be treated as an incentive stock option
within the meaning of section 422 (b) of the Internal Revenue Code of 1986, as
amended (the “Code”).



     2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $          per share.



     3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Chief
Operating Officer or Controller, at any time and from time to time after the
date of grant hereof, but, except as otherwise provided below, this 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 from the date of
grant hereof to the date of such exercise, in accordance with the following
schedule:



	 	 	 	 	 
	 	 	PERCENTAGE OF SHARES
	NUMBER OF FULL YEARS
	 	THAT MAY BE PURCHASED

	Less than 2 years
	 	 	0	 
	2 years
	 	 	40	%
	3 years
	 	 	60	%
	4 years
	 	 	80	%
	5 years or more
	 	 	100	%







     This option may be exercised only while Employee remains an employee of
the
Company and will terminate and cease to be exercisable upon Employee’s
termination of employment with the Company, except that:




     a) Death. If Employee dies while in the employ of the Company, the
Option shall become fully vested and the Employee’s estate, or the person
who acquires this Option by will or the laws of descent and distribution
or
otherwise by reason of the death of Employee, may exercise this Option in
full at any time during the period of one year following the date of
Employee’s death.




     b) Voluntary Termination. If Employee’s employment with the Company
terminates for any reason other than death, disability, retirement,
termination for cause, or involuntary termination (other than for cause),
this Option may be exercised by Employee at any time during the period of
30 days following the last day for which Employee receives any earnings
from the Company that are reportable on Employee’s Form W-2, or by
Employee’s estate (or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
Employee) during a period of three months following Employee’s death if
Employee dies during such 30-day period, but in each case only as to the
number of shares Employee was



 









 







entitled to purchase hereunder upon exercise of this Option as of the date
Employee’s employment so terminates. The Committee appointed by the Board
of Directors of the Company to administer the Plan (the “Committee”) may,
in its sole discretion, advise Employee in writing, prior to a voluntary
termination of Employee’s employment, that such termination will be
treated
for purposes of this Section as an involuntary termination for a reason
other than cause. As used in this Section, the term “cause” shall mean
Employee’s gross negligence or willful misconduct in performance of the
duties of Employee’s employment, Employee’s loss of bond coverage,
Employee’s final conviction of a felony, or of a misdemeanor involving
moral turpitude.




     c) Involuntary Termination (other than for cause). If Employee’s
employment with the Company terminates for any reason other than death,
disability, retirement, voluntary termination, or termination for cause,
this Option may be exercised by Employee at any time during the period of
three months following the last day for which Employee receives any
earnings from the Company that are reportable on Employee’s Form W-2, or
by
Employee’s estate (or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
Employee) during a period of three months following Employee’s death if
Employee dies during such three-month period, but in each case only as to
the number of shares Employee was entitled to purchase hereunder upon
exercise of this Option as of the date Employee’s employment so
terminates.




     d) Termination for cause. If Employee’s employment with the Company
terminates for cause, this Option will be immediately forfeited as of the
date of the event that resulted with the Employee being terminated for
cause.




     e) Disability. If Employee’s employment with the Company terminates
due to a disability, the Option shall become fully vested and the Option
may be exercised by Employee in full at any time during the period of one
year following the Employee’s termination due to disability, or, if
Employee dies during such one-year period, by Employee’s estate (or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee) during the
greater of the following periods: (1) the remainder of such one-year
period
or (2) a period of three months following the Employee’s death. As used in
this Section, the term “disability” shall mean any physical or mental
impairment which is determined to make the individual eligible to receive
a
disability benefit in accordance with the provisions of the Company’s
insured long term disability plan, if applicable to such Employee, by the
insurance carrier underwriting such plan.




     f) Retirement. Except as provided below, if Employee’s employment with
the Company terminates due to Employee’s retirement (as defined below),
the
Option may be exercised by Employee at any time during the period of one
year following Employee’s date of retirement, or, if Employee dies during
such one-year period, by Employee’s estate (or the person who acquires
this
Option by will or the laws of descent and distribution or otherwise by
reason of the death of Employee) during the greater of the following
periods: (1) the remainder of such one-year period or (2) a period of
three
months following the Employee’s death. If Employee has completed five
years
of vesting service under the Southwest Bank of Texas 401(k) Savings Plan
(the “401(k) Plan”) on the date of the Employee’s retirement, the Option
shall become fully vested and be exercisable in full. If Employee has not
completed five years of vesting service under the 401(k) Plan on the date
of Employee’s retirement, the Option shall continue to vest for a period
of
three years following Employee’s retirement, at the end of which time any
remaining unvested portion of the Option shall become fully vested. Any
portion of the Option that becomes vested pursuant to the preceding
sentence, shall be treated as a nonqualified stock option and must be
exercised by Employee during the period of one year following the date the
Option became vested, or, if Employee dies during such one-year period, by
Employee’s estate (or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
Employee) during the greater of the following periods: (1) the remainder
of
such one-year period or (2) a period of three months following Employee’s
death. As used in this Section, the term “retirement” shall mean any
termination of Employee’s employment relationship with



 









 







Company, other than termination for cause, that occurs on or after the
Employee attains age 65. The Committee shall determine, in its sole
discretion, whether an Employee’s termination of employment with the
Company is due to retirement.




THE EMPLOYEE IS HEREBY NOTIFIED THAT THE OPTION MAY BE TAXED AS IF IT
WERE A NONQUALIFIED STOCK OPTION RATHER THAN AN INCENTIVE STOCK OPTION
TO THE EXTENT THAT HE EXERCISES THE OPTION ON OR AFTER THREE MONTHS
AFTER HIS TERMINATION OF EMPLOYMENT WITH THE COMPANY AND ALL
AFFILIATES FOR ANY REASON OTHER THAN DEATH OR DISABILITY. THE EMPLOYEE
IS ADVISED TO CONSULT WITH HIS TAX CONSULTANTS IF HE WISHES TO
EXERCISE HIS OPTION LATER THAN THIS DATE.



     This Option shall not be exercisable in any event after the expiration of
ten years from the date of grant hereof. The purchase price of shares as to
which this Option is exercised shall be paid in full at the time of exercise
(a)
in cash (including check, bank draft or money order payable to the order of the
Company), (b) by delivering to the Company mature shares of Stock having a fair
market value equal to the purchase price, or (c) any combination of cash or
Stock. No fraction of a share of stock shall be issued by the Company upon
exercise of an Option or accepted by the Company in payment of the purchase
price thereof; rather, Employee shall provide a cash payment for such amount as
is necessary to effect the issuance and acceptance of only whole shares of
Stock. Unless and until a certificate or certificates representing such shares
shall have been issued by the Company to Employee, Employee (or the person
permitted to exercise this Option in the event of Employee’s death) shall not
be
or have any of the rights or privileges of a shareholder of the Company with
respect to shares acquirable upon an exercise of the Option. For purposes of
this paragraph, the phrase “mature shares” shall mean shares of Company Stock
for which the holder has good title, free and clear of all liens and
encumbrances and which the holder either (i) has held for at least six months
or
(ii) has purchased on the open market.



     4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of the Option results
in
compensation income to Employee for federal or state income tax purposes,
Employee shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee any tax required to
be
withheld by reason of such resulting compensation income. Upon an exercise of
the Option, the Company is further authorized in its discretion to satisfy any
such withholding requirement out of any cash or shares of Stock distributable
to
Employee upon such exercise.



     5. STATUS OF STOCK. The Company intends to register for issuance under the
Securities Act of 1933, as amended (the “Act”) the shares of Stock acquirable
upon exercise of the Option, and to keep such registration effective throughout
the period this Option is exercisable. In the absence of such effective
registration or an available exemption from registration under the Act,
issuance
of shares of Stock acquirable upon exercise of this Option will be delayed
until
registration of such shares is effective or an exemption from registration
under
the Act is available. The Company intends to use its best efforts to ensure
that
no such delay will occur. In the event exemption from registration under the
Act
is available upon an exercise of the Option, Employee (or the person permitted
to exercise this Option in the event of Employee’s death or incapacity), if
requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.



     Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Committee deems appropriate in order to assure compliance with
applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the



 









 







stock transfer records of the Company if such proposed transfer would in the
opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law and (iii) that the Company may give related
instructions to its transfer agent, if any, to stop registration of the
transfer
of the shares of Stock purchased under this Option.




THE EMPLOYEE IS ALSO HEREBY NOTIFIED THAT IF HE DISPOSES OF STOCK
TRANSFERRED TO HIM UPON HIS EXERCISE OF THIS OPTION WITHIN TWO YEARS
AFTER THE DATE OF THE GRANTING OF THE OPTION OR WITHIN ONE YEAR AFTER
THE TRANSFER OF THE STOCK TO HIM, ALL OR A PORTION OF HIS OPTION WILL
BE TAXED AS IF IT WERE A NONQUALIFIED STOCK OPTION RATHER THAN AN
INCENTIVE STOCK OPTION.



     6. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee
remains
an employee of either the Company, a parent or subsidiary corporation (as
defined in section 424 of the Code) of the Company, or a corporation or a
parent
or subsidiary of such corporation assuming or substituting a new option for
this
Option. Any question as to whether and when there has been a termination of
such
employment, and the cause of such termination, shall be determined by the
Committee, and its determination shall be final.



     7. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming
under
Employee.



     8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.

	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 


	 	 	 	 	 
	 	SOUTHWEST BANCORPORATION OF TEXAS, INC.

 	 
	 	By:  	 	 
	 	 	Paul B. Murphy, Jr. 	 
	 	 	President & Chief Executive Officer 	 
	 


	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	EMPLOYEE