**EXHIBIT 10.23**
**CHANGE IN CONTROL AGREEMENT**[ONE-YEAR]
     This CHANGE IN CONTROL AGREEMENT (“Agreement”), effective as of , (theEffective Date), by and between Southwest Bancorporation of Texas, Inc., aTexascorporation (the Company), and (the “Employee”);
**WITNESSETH:**
     WHEREAS, the Employee is an officer of the Company or its wholly-ownedsubsidiary, Southwest Bank of Texas National Association (the Bank) and hasmadeand/or is expected to make or continue to make major contributions to theprofitability, growth and financial strength of the Company and the Bank;
     WHEREAS, references herein to the Employee’s employment by the Companyshall also mean his or her employment by the Bank, and references herein topayments of any nature to be made by the Company to the Employee shall meanthateither the Company will make such payments or it will cause the Bank to makesuch payments to the Employee;
     WHEREAS, the Company desires to assure itself of both present andfuture continuity of management in the event of a Change in Control (as definedhereafter) and desires to establish certain minimum compensation rights of itskey officers, including the Employee, applicable in the event of a Change inControl;
     WHEREAS, the Company wishes to ensure that its key officers are notpractically disabled from discharging their duties upon a Change in Control;
     WHEREAS, this Agreement is not intended to alter materially thecompensation and benefits which the Employee could reasonably expect to receivefrom the Company or the Bank absent a Change in Control and, accordingly,although effective and binding as of the date hereof, this Agreement shallbecome operative only upon the occurrence of a Change of Control; and
     WHEREAS, the Employee is willing to render services to the Company andthe Bank on the terms and subject to the conditions set forth in thisAgreement;
     NOW, THEREFORE, the Company and the Employee agree as follows:
     1. OPERATION OF AGREEMENT.
     a) This Agreement shall be effective and binding as of theEffective Date, but, anything in this Agreement to the contrarynotwithstanding, this Agreement shall not be operative unless and untilthere shall have occurred a Change in Control.
 

 

     For purposes of this Agreement, a Change in Control shall haveoccurred if at any time during the Term (as that term is hereafterdefined) any of the following events shall occur:
     i) The Company is merged, consolidated or reorganizedinto or with or sells all or substantially all of its assetsto another corporation or other legal person, and as a resultof such merger, consolidation, reorganization or sale (A) lessthan a majority of the combined voting power of thethen-outstanding securities of such corporation or personimmediately after such transaction are held in the aggregateby the holders of Voting Stock (as that term is hereinafterdefined) of the Company immediately prior to such transactionand (B) it is intended that persons serving as Directors ofthe Company immediately prior to the transaction willconstitute none of or less than a majority of the Directors ofthe other corporation or legal person after consummation ofthe transaction; or
     ii) If during any one (1) year period, individualswho at the beginning of any such period constitute theDirectors of the Company cease for any reason to constitute atleast a majority thereof, unless the election, or thenomination for election by the Company’s shareholders, of eachDirector of the Company first elected during such period wasapproved by a vote of at least two-thirds of the Directors ofthe Company then still in office who were Directors of theCompany at the beginning of any such period.
     b) Upon occurrence of a Change in Control at any time duringthe Term, this Agreement shall become immediately operative.
     c) The period during which this Agreement shall be in effect(the Term) shall commence as of the date hereof and shall expire as ofthe later of (i) the close of business on December 31, , and (ii) theexpiration of the Period of Employment (as that term is hereinafterdefined); provided, however, that (A) commencing on December 31, , andthe last day of each of the Company’s Fiscal Years thereafter, the Termof this Agreement shall automatically be extended for an additionalyear unless, not later than the last day of the immediately precedingSeptember, the Company or the Employee shall have given notice that itor he, as the case may be, does not wish to have the Term extended and(B) subject to Section 9 hereof, if, prior to a Change in Control, theEmployee ceases for any reason to be an employee of the Company,thereupon the Term shall be deemed to have expired and this Agreementshall immediately terminate and be of no further effect.
     2. EMPLOYMENT; PERIOD OF EMPLOYMENT.
     a) Subject to the terms and conditions of this Agreement, uponthe occurrence of a Change in Control, the Company shall continue theEmployee in its employ and the Employee shall remain in the employ ofthe Company for the period set forth in Section 2(b) hereof (the Periodof Employment). Throughout the Period of Employment, the Employee shalldevote substantially all of his time during normal business hours(subject to vacations, sick leave and other absences in accordance withthe policies of the Company as in effect for
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senior executives immediately prior to the Change in Control) to thebusiness and affairs of the Company, but nothing in this Agreementshall preclude the Employee from devoting reasonable periods of timeduring normal business hours to (i) serving as a director, trustee ormember of or participant in any organization or business so long assuch organization or business is not engaged, directly or indirectly,in the business of commercial banking in competition with the businessof the Company, (ii) engaging in charitable and community activities,or (iii) managing his personal investments.
     b) The Period of Employment shall commence on the date of anoccurrence of a Change in Control and, subject only to the provisionsof Section 4 hereof, shall continue until the earlier of (i) theexpiration of the second anniversary of the occurrence of the Change inControl or (ii) the Employee’s death.
     3. COMPENSATION DURING PERIOD OF EMPLOYMENT.
     a) Upon the occurrence of a Change in Control, the Employeeshall receive during the Period of Employment (i) annual base salary ata rate not less than the Employees annual fixed or base compensationpayable monthly or otherwise as in effect for senior executives of theCompany immediately prior to the occurrence of a Change in Control orsuch higher rate as may be determined from time to time by the Board ofDirectors of the Company (the Board) or the Compensation Committeethereof (the Committee) (which base salary at such rate is hereinreferred to as Base Pay) and (ii) an annual cash bonus in an amountdetermined for the Employee in accordance with the Company’s incentivecompensation plan or plans in effect at the time of the Change inControl or in accordance with any bonus, incentive, profit-sharing,performance, discretionary pay or similar policy, plan, program orarrangement of the Company or any successor thereto providing benefitsat least as great as the benefits payable thereunder prior to theChange in Control (Incentive Pay); provided, however, that nothingherein shall preclude a change in the mix between Base Pay andIncentive Pay so long as the aggregate cash compensation received bythe Employee in any one calendar year is not reduced in connectiontherewith or as a result thereof and, provided further, however, thatin no event shall any increase in the Employee’s aggregate cashcompensation or any portion thereof in any way diminish any otherobligation of the Company under this Agreement.
     b) For his service pursuant to Section 2(a) hereof, during thePeriod of Employment the Employee shall, if and on the same basis as heparticipated therein immediately prior to the Change in Control, be afull participant in, and shall be entitled to the perquisites, benefitsand service credit for benefits as provided under any and all employeeretirement income and welfare benefit policies, plans, programs orarrangements in which senior executives of the Company participate,including without limitation any stock option, stock purchase, stockappreciation, savings, pension, supplemental executive retirement orother retirement income or welfare benefit, deferred compensation,incentive compensation, group and/or executive life, accident, health,dental, medical/hospital or other insurance (whether funded by actualinsurance or self-insured by the Company), disability, salarycontinuation, expense reimbursement and other employee benefitpolicies, plans,
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programs or arrangements that may now exist or any equivalent successorpolicies, plans, programs or arrangements that may be adopted hereafterby the Company providing perquisites, benefits and service credit forbenefits at least as great as are payable thereunder prior to a Changein Control(collectively, Employee Benefits); provided, however, thatthe Employee’s rights thereunder shall be governed by the terms thereofand shall not be enlarged hereunder or otherwise affected hereby.Subject to the proviso in the immediately preceding sentence, if and tothe extent such perquisites, benefits or service credit for benefitsare not payable or provided under any such policy, plan, program orarrangement as a result of the amendment or termination thereof, thenthe Company shall itself pay or provide therefore. Nothing in thisAgreement shall preclude improvement or enhancement of any suchEmployee Benefits, provided that no such improvement shall in any waydiminish any other obligation of the Company under this Agreement.
     c) The Company has determined that the amounts payablepursuant to this Section 3 constitute reasonable compensation.Accordingly, notwithstanding any other provision hereof, unless suchaction would be expressly prohibited by applicable law, if any amountpaid or payable pursuant to this Section 3 is subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986, asamended (the Code), the Company will pay to the Employee an additionalamount in cash equal to the amount necessary to cause the aggregateremuneration received by the Employee under this Section 3, includingsuch additional cash payment (net of all federal, state and localincome taxes and all taxes payable as the result of the application ofSections 280G and 4999 of the Code) to be equal to the aggregateremuneration the Employee would have received under this Section 3,excluding such additional payment (net of all federal, state and localincome taxes), as if Sections 280G and 4999 of the Code (and anysuccessor provisions thereto) had not been enacted into law.
     4. TERMINATION FOLLOWING A CHANGE IN CONTROL.
     a) In the event of the occurrence of a Change in Control, thisAgreement may be terminated by the Company during the Period ofEmployment only upon the occurrence of one or more of the followingevents:
     i) If the Employee is unable to perform the essentialfunctions of his job (with or without reasonableaccommodation) because he has become permanently disabledwithin the meaning of, and actually begins to receivedisability benefits pursuant to, the long-term disability planin effect for senior executives or, if applicable, employeesof the Company immediately prior to the Change in Control; or
     ii) For Cause, which for purposes of this Agreementshall mean that, prior to any termination pursuant to Section4(b) hereof, the Employee shall have committed:
     A) Gross negligence or willful misconduct inconnection with his duties or in the course of hisemployment with the Company;
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     B) an act of fraud, embezzlement or theft inconnection with his duties or in the course of hisemployment with the Company;
     C) intentional wrongful damage to propertyof the Company;
     D) intentional wrongful disclosure of secretprocesses or confidential information of the Company;
     E) intentional wrongful engagement in anyCompetitive Activity; or
     F) an act leading to a conviction of afelony or a misdemeanor involving moral turpitude.
     For purposes of this Agreement, no act, or failure to act, onthe part of the Employee shall be deemed intentional if it was dueprimarily to an error in judgment or negligence, but shall be deemedintentional only if done, or omitted to be done, by the Employee not ingood faith and without reasonable belief that his action or omissionwas in the best interest of the Company. Notwithstanding the foregoing,the Employee shall not be deemed to have been terminated for Causehereunder unless and until there shall have been delivered to theEmployee a copy of a resolution duly adopted by the affirmative vote ofnot less than three-quarters of the Board then in office at a meetingof the Board called and held for such purpose (after reasonable noticeto the Employee and an opportunity for the Employee, together with hiscounsel, to be heard before the Board), finding that, in the good faithopinion of the Board, the Employee had committed an act set forth abovein this Section 4(a)(ii) and specifying the particulars thereof indetail. Nothing herein shall limit the right of the Employee or hisbeneficiaries to contest the validity or propriety of any suchdetermination.
     b) in the event of the occurrence of a Change in Control, thisAgreement may be terminated by the Employee during the Period ofEmployment with the right to benefits as provided in Section 5 hereofupon the occurrence of one or more of the following events:
     i) Any termination by the Company of the employmentof the Employee for any reason other than for Cause or as aresult of the death of the Employee or by reason of theEmployee’s disability and the actual receipt of disabilitybenefits in accordance with Section 4(a)(i) hereof; or
     ii) Termination by the Employee of his employmentwith the Company upon the occurrence of any of the followingevents:
     A) A reduction in the aggregate of theEmployee’s Base Pay and Incentive Pay received fromthe Company, or the termination of the Employee’srights to any Employee Benefits to which he wasentitled immediately prior to the Change in Controlor a reduction in scope or value thereof without theprior written consent of the Employee, any of whichis not
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remedied within 10 calendar days after receipt by theCompany of written notice from the Employee of suchchange, reduction or termination, as the case may be;
     B) The liquidation, dissolution, merger,consolidation or reorganization of the Company ortransfer of all or a significant portion of itsbusiness and/or assets, unless the successor orsuccessors (by liquidation, merger, consolidation,reorganization or otherwise) to which all or asignificant portion of its business and/or assetshave been transferred (directly or by operation oflaw) shall have assumed all duties and obligations ofthe Company under this Agreement pursuant to Section11 hereof;
     C) The Company requires the Employee to havehis principal location of work changed to anylocation which is in excess of 50 miles from thelocation thereof immediately prior to the Change ofControl or to travel away from his office in thecourse of discharging his responsibilities or dutieshereunder significantly more (in terms of eitherconsecutive days or aggregate days in any calendaryear) than was required of him prior to the Change ofControl without, in either case, his prior consent;or
     D) Any material breach of this Agreement bythe Company or any successor thereto.
     c) A termination by the Company pursuant to Section 4(a)hereof or by the Employee pursuant to Section 4(b) hereof shall notaffect any rights which the Employee may have pursuant to anyagreement, policy, plan, program or arrangement of the Companyproviding Employee Benefits, which rights shall be governed by theterms thereof. If this Agreement or the employment of the Employee isterminated under circumstances in which the Employee is not entitled toany payments under Sections 3 or 5 hereof, the Employee shall have nofurther obligation or liability to the Company hereunder with respectto his prior or any future employment by the Company.
     5. SEVERANCE COMPENSATION.
     a) If, following the occurrence of a Change in Control, theCompany shall terminate the Employee’s employment during the Period ofEmployment other than pursuant to Section 4(a) hereof, or if theEmployee shall terminate his employment pursuant to Section 4(b)hereof, the Company shall pay to the Employee the amount specified inSection 5(a)(i) hereof within ten business days after the date (theTermination Date) that the Employee’s employment is terminated (theeffective date of which shall be the date of termination, or such otherdate that may be specified by the Employee if the termination ispursuant to Section 4(b) hereof):
     i) In lieu of any further payments to the Employeefor periods subsequent to the Termination Date, but withoutaffecting the rights of the Employee referred to in Section5(b) hereof, a lump sum payment (the Severance Payment) in
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an amount equal to the present value (using a discount raterequired to be utilized for purposes of computations underSection 280G of the Code or any successor provision thereto,or if no such rate is so required to be used, a rate equal tothe then-applicable interest rate prescribed by the PensionBenefit Guarantee Corporation for benefit valuations inconnection with non-multiemployer pension plan terminationsassuming the immediate commencement of benefit payments (theDiscount Rate) of the sum of (A) the Base Pay (at the highestrate in effect during the Term prior to the Termination Date)for one year, plus (B) the Incentive Pay for one year (basedupon the greatest amount of Incentive Pay paid or payable tothe Employee for any year during the three calendar yearspreceding the year in which the Termination Date occurs);provided, however, that in no event will the present value (asdetermined under Section 280G of the Code or any successorprovision thereto) of the amount otherwise payable hereunder,when added to the present value (as determined under Section280G of the Code or any successor provision thereto) of anyother parachute payments (as that term is defined in Section280G of the Code (without regard to Section 280G(b)(2)(A)(ii)thereof) or any successor provision thereto) from the Company,exceed an amount (the A299% Amount) equal to 299% of theEmployee’s base amount (as that term is defined in Section280G of the Code or any successor provision thereto) and ifthe amount otherwise payable hereunder would exceed the 299%Amount, the Severance Payment shall be reduced to the extentnecessary so that the aggregate present value determined inthe previous clause does not exceed the 299% Amount.
     ii) The determination of whether any amount otherwisepayable under Section 5(a)(i) causes the 299% Amount to beexceeded shall be made, if requested by the Employee or theCompany, by tax counsel selected by the Company and reasonablyacceptable to the Employee. The costs of obtaining suchdetermination shall be borne by the Company. The fact that theEmployee shall have his right to the Severance Payment reducedas a result of the existence of the limitations contained inthis Section 5(a) shall not limit or otherwise affect anyrights of the Employee to any Employee Benefit, or other rightarising other than pursuant to this Agreement. Withoutlimiting the generality of the foregoing, upon the Employee’stermination of employment as provided in this Section 5, theCompany shall pay over to him all vested benefits to which heis entitled under and in accordance with the terms of theCompany’s employee savings, stock ownership, supplementalexecutive retirement and similar Plans in the event suchpayments are not otherwise made in accordance with the termsof such plans.
     iii) Except to the extent that the payments orbenefits pursuant to this Section 5(a)(iii) would result in areduction of the amount of the Severance Payment because theywould exceed the 299% Amount, (A) for the remainder of thePeriod of Employment the Company shall arrange to provide theEmployee with Employee Benefits substantially similar to thosewhich the Employee was receiving or entitled to receiveimmediately prior to the Termination Date (and if and to theextent that such benefits shall not or cannot be paid orprovided under any policy, plan, program or arrangement of theCompany solely due to the fact that the Employee is no longer
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an officer or employee of the Company, then the Company shallitself pay or provide for the payment to the Employee, hisdependents and beneficiaries, such Employee Benefits) and (B)without limiting the generality of the foregoing, theremainder of the Period of Employment shall be consideredservice with the Company for the purpose of service creditsunder the Company’s retirement income, supplemental executiveretirement and other benefit plans of the Company applicableto the Employee or his beneficiaries immediately prior to theTermination Date. Without otherwise limiting the purposes oreffect of Section 6 hereof, Employee Benefits payable to theEmployee pursuant to this Section 5(a)(iii) by reason of anywelfare benefit plan of the Company (as the term welfarebenefit plan is defined in Section 3(1) of the EmployeeRetirement Income Security Act of 1974, as amended) shall bereduced to the extent comparable welfare benefits are actuallyreceived by the Employee from another employer during suchperiod following the Employee’s Termination Date until theexpiration of the Period of Employment.
     iv) Notwithstanding any provision of the Section 5(a)to the contrary, in the event the benefits intended to beprovided to the Employee pursuant to Section 5(a)(iii) hereofare required to be reduced in whole or in part because thevalue of such Employee Benefits, when added to the amount ofthe Severance Payment under Section 5(a)(i), would exceed 299%Amount, the Employee shall have the option to elect toreceive, in lieu of all or a portion of the Severance Paymentprovided in Section 5(a)(i) hereof, one or more EmployeeBenefits, provided that (A) prior to the receipt of anypayment under Section 5(a)(i) hereof, the Employee notifiesthe Company of the Employee Benefit or Employee Benefits soelected to be received, and (B) in no event shall theaggregate present value of the payments in the nature ofcompensation (as that phrase is used in Section 280G of theCode) received by the Employee as a result of the receipt ofsuch Employee Benefits, when added to the remaining portion ofthe Severance Payment, if any, to be received by the Employee,exceed the 299% Amount.
     v) In addition to all other compensation due to theEmployee, the following shall occur immediately following theoccurrence of a Change in Control:
     A) all Company stock options held by theEmployee prior to a Change in Control shall becomefully exercisable, regardless of whether or not thevesting conditions set forth in the relevant stockoption agreements have been satisfied in full; and
     B) all restrictions on any restrictedCompany stock granted to the Employee prior to aChange in Control shall be removed and the stockshall be freely transferable, regardless of whetherthe conditions set forth in the relevant restrictedstock agreements have been satisfied in full.
     b) Upon written notice given by the Employee to the Company prior tothe receipt of any payment pursuant to Section 5(a) hereof, the Employee, athissole option, without reduction to reflect the present value of such amounts asaforesaid, may elect to have all or any of the Severance
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Payment payable pursuant to Section 5(a)(i) hereof paid to him on a quarterlyormonthly basis during the remainder of the Period of Employment.
     c) There shall be no right of set-off or counterclaim in respect of anyclaim, debt or obligation against any payment to or benefit for the Employeeprovided for in this Agreement.
     d) Without limiting the rights of the Employee at law or in equity, ifthe Company fails to make any payment required to be made hereunder on a timelybasis, the Company shall pay interest on the amount thereof at an annualizedrate of interest equal to the then-applicable Discount Rate or, if lesser, thehighest rate allowed by applicable usury laws.
     6. NO MITIGATION OBLIGATION. The Company hereby acknowledges that itwill be difficult, and may be impossible, for the Employee to find reasonablycomparable employment following the Termination Date. Accordingly, the partieshereto expressly agree that the payment of the severance compensation by theCompany to the Employee in accordance with the terms of this Agreement will beliquidated damages, and that the Employee shall not be required to mitigate theamount of any payment provided for in this Agreement by seeking otheremploymentor otherwise, nor shall any profits, income, earnings or other benefits fromanysource whatsoever create any mitigation, offset, reduction or any otherobligation on the part of the Employee hereunder or otherwise, except asexpressly provided in Section 5(a)(iii) hereof.
     7. [Reserved]
     8. LEGAL FEES AND EXPENSES. In the event of a breach of this Agreementby the Company, it is the intent of the Company that the Employee not berequired to incur the expenses associated with the enforcement of his rightsunder this Agreement by litigation or other legal action because the cost andexpense thereof would substantially detract from the benefits intended to beextended to the Employee hereunder. Accordingly, if the Company fails to complywith any of its obligations under this Agreement or in the event that theCompany or any other person takes any action to declare this Agreement void orunenforceable, or institutes any litigation designed to deny, or to recoverfrom, the Employee the benefits intended to be provided to the Employeehereunder, the Company irrevocably authorizes the Employee from time to time toretain counsel of his choice, at the expense of the Company as hereafterprovided, to represent the Employee in connection with the initiation ordefenseof any litigation or other legal action, whether by or against the Company orany Director, officer, shareholder or other person affiliated with the Company,in any jurisdiction. Notwithstanding any existing or prior attorney-clientrelationship between the Company and such counsel, the Company irrevocablyconsents to the Employee’s entering into an attorney-client relationship withsuch counsel (other than Vinson & Elkins L.L.P.), and in that connection theCompany and the Employee agree that a confidential relationship shall existbetween the Employee and such counsel. The Company shall pay or cause to bepaidand shall be solely responsible for any and all attorneys and related fees andexpenses incurred by the Employee as a result of the Company’s failure toperform this Agreement or any provision thereof or as a result of the Companyorany person contesting the validity or enforceability of this Agreement or anyprovision thereof as
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aforesaid. If the Company should prevail in any litigation regarding thisAgreement, however, the Company shall not be responsible for any attorneys andrelated fees and expenses incurred by Employee in connection with suchlitigation.
     9. EMPLOYMENT RIGHTS. Nothing expressed or implied in this Agreementshall create any right or duty on the part of the Company or the Employee tohave the Employee remain in the employment of the Company prior to any ChangeinControl; provided, however, that any termination of employment of the Employeeor removal of the Employee as an Officer of the Company following thecommencement of any discussion with a third person that ultimately results in aChange in Control shall be deemed to be a termination or removal of theEmployeeafter a Change in Control for purposes of this Agreement.
     10. WITHHOLDING OF TAXES. The Company may withhold from any amountspayable under this Agreement all federal, state, city or other taxes as shallberequired pursuant to any law or government regulation or ruling.
     11. SUCCESSORS AND BINDING AGREEMENT.
     a) The Company shall require any successor (whether direct orindirect, by purchase, merger, consolidation, reorganization orotherwise) to all or substantially all of the business and/or assets ofthe Company to execute an agreement pursuant to which the successorexpressly assumes all of the liabilities and obligations of the Companyhereunder and agrees to perform this Agreement in the same manner andto the same extent the Company would be required to perform if no suchsuccession had taken place. This Agreement shall be binding upon andinure to the benefit of the Company and any successor to the Company,including without limitation any persons acquiring directly orindirectly all or substantially all of the business and/or assets ofthe Company whether by purchase, merger, consolidation, reorganizationor otherwise (and such successor shall thereafter be deemed the Companyfor the purposes of this Agreement), but shall not otherwise beassignable, transferable or delegable by the Company.
     b) This Agreement shall inure to the benefit of and beenforceable by the Employee’s personal or legal representatives,executors, administrators, successors, heirs, distributees and/orlegatees.
     c) This Agreement is personal in nature and neither of theparties hereto shall, without the consent of the other, assign,transfer or delegate this Agreement or any rights or obligationshereunder except as expressly provided in Section 11(a) hereof. Withoutlimiting the generality of the foregoing, the Employee’s right toreceive payments hereunder shall not be assignable, transferable ordelegable, whether by pledge, creation of a security interest orotherwise, other than by a transfer by the Employee’s will or by thelaws of descent and distribution and, in the event of any attemptedassignment or transfer contrary to this Section 11(c), the Companyshall have no liability to pay any amount so attempted to be assigned,transferred or delegated.
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     d) The Company and the Employee recognize that each Party willhave no adequate remedy at law for breach by the other of any of theagreements contained herein and, in the event of any such breach, theCompany and the Employee hereby agree and consent that the other shallbe entitled to a decree of specific performance, mandamus or otherappropriate remedy to enforce performance of this Agreement.
     12. NOTICE. For all purposes of this Agreement, all communicationsprovided for herein shall be in writing and shall be deemed to have been dulygiven when delivered or three business days after having been mailed by UnitedStates registered or certified mail, return receipt requested, postage prepaid,addressed to the Company (to the attention of the Secretary of the Company) atits principal executive office and to the Employee at his principal residence,or to such other address as any party may have furnished to the other inwritingand in accordance herewith, except that notices of change of address shall beeffective only upon receipt.
     13. GOVERNING LAW. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State ofTexas, without giving effect to the principles of conflict of laws of suchState.
     14. VALIDITY. If any provision of this Agreement or the application ofany provision hereof to any person or circumstances is held invalid,unenforceable or otherwise illegal, the remainder of this Agreement and theapplication of such provision to any other person or circumstances shall not beaffected, and the provision so held to be invalid, unenforceable or otherwiseillegal shall be reformed to the extent (and only to the extent) necessary tomake it enforceable, valid and legal.
     15. MISCELLANEOUS. No provisions of this Agreement may be modified,waived or discharged unless such waiver, modification or discharge is agreed toin writing signed by the Employee and the Company. No waiver by either partyhereto at any time of any breach by the other party hereto or compliance withany condition or provision of this Agreement to be performed by such otherpartyshall be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. No agreements or representations,oral or otherwise, expressed or implied with respect to the subject matterhereof have been made by either party which are not set forth expressly in thisAgreement.
     16. PRIOR AGREEMENTS. This Agreement is voluntarily entered into andsupersedes and takes the place of any prior change in control, severance oremployment agreements between the parties hereto. The parties hereto expresslyagree and hereby declare that any and all prior change in control, severance oremployment agreements between the parties are terminated and of no force oreffect.
     17. COUNTERPARTS. This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same agreement.
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be dulyexecuted and delivered as of the date first above written.      SOUTHWEST BANCORPORATION OF TEXAS, INC.