EXHIBIT 10.1


AMENDED AND RESTATED
 SEVERANCE AGREEMENT


          This Amended and Restated Severance Agreement (“Agreement”), effective as of this 22nd day of May, 2006, is by and among Summit Bancshares, Inc., a Texas corporation (the “Company”), Summit Bank, N.A. (the “Bank”), and Philip E. Norwood, a key employee and officer of the Company and the Bank (the “Executive”).


          WHEREAS, Executive, the Company, and the Bank entered into that certain Severance Agreement dated October 24, 2000 (the “Original Agreement”); and


          WHEREAS, Executive, the Company and the Bank desire to replace the Original Agreement (other than Section 8 thereof which is continued herein) with this Agreement; and


          WHEREAS, Executive, the Company and the Bank (collectively referred to as the “Parties”) understand and agree to the terms and provisions of this Agreement and desire and intend to be bound by such terms and provisions.


          NOW, THEREFORE, the Parties mutually covenant and agree as follows:


ARTICLE 1. DEFINITIONS

	
  
1.1
  	
  
“Beneficiary” shall mean the person(s)   described in Article 5 of this   Agreement as being designated in writing to receive payments under Article 2 upon Executive’s death.
  
	
   
  	
  
 
  
	
  
1.2
  	
  
“Board” shall mean the Board of Directors   of the Company.
  
	
  
 
  	
  
 
  
	
  
1.3
  	
  
“Cause” when used herein concerning the termination   of Executive’s employment by the Company or the Bank, shall mean:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)       any   act or omission by Executive constituting fraud, embezzlement or   misappropriation of funds under the laws of the State of Texas or the United   States of America;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
b)        conviction   of, or a plea of nolo contendere by,   Executive to a felony;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)       the   willful or reckless failure by Executive to adhere to the Bank’s or the   Company’s written policies, or the willful or reckless engaging by Executive   in misconduct which causes, or is most likely to cause, a material monetary   injury or other material harm to the Bank or the Company; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)       gross   negligence in the performance by Executive of the duties in his written   position description with the Bank or the Company (but only after receiving   written notice thereof and being given a reasonable period, of not less than   sixty (60) calendar days, to cure said performance by taking reasonable   corrective action during the cure period);
  










	
  
 
  	
  
provided,   as a condition   precedent to the termination of Executive’s employment under (c) or (d)   of this Section 1.3, there shall   have been delivered to Executive a copy of a resolution duly adopted at a   meeting of the Board by the affirmative vote of not less than three-quarters   of the Board (excluding Executive), that, in the good faith opinion of the   Board, there is factual evidence that Executive committed such conduct as set   forth in the referenced subparagraphs above; and, provided further,   that the Board shall deliver to Executive the factual evidence on which it   based its opinion and that not later than sixty (60) calendar days   thereafter, the Board shall provide Executive with counsel and an opportunity   to reasonably defend himself against such claims and the Board agrees to hear   and consider in good faith Executive’s defense. As of the effective date of   this Agreement, there
is no cause known to the Board to issue a resolution as   provided in this Section 1.3.
  
	
   
  	
  
 
  
	
  
1.4
  	
  
“Change   in Control” means   the occurrence of any of the events set forth in the following paragraphs,   except as otherwise provided herein:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (i)          a   change in the ownership of the capital stock of the Bank or the Company where   a corporation, person, or group acting in concert (other than the Bank or the   Company, or any savings, pension, or other benefit plan for the benefit of   employees of the Bank or the Company, or the respective subsidiaries thereof)   (a “Person”)   as described in Section 14(d)(2) of the Securities Exchange Act of 1934, as   amended (the “Exchange Act”), holds or acquires, directly or indirectly,   beneficial ownership (within the meaning of Rule 13d-3 promulgated under the   Exchange Act) a number of shares of capital stock of the Bank or the Company   which constitutes fifty-one percent (51%) or more of the combined voting   power of the Bank’s or the Company’s then outstanding capital stock then
entitled to vote generally in the election of the Board or the board of   directors of the Bank;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)          the   persons who were members of the Board immediately prior to a tender offer,   exchange offer, contested election, or any combination of the foregoing   (together with any new directors whose election by the Board or whose   nomination for election by the shareholders of the Company was approved by a   vote of a majority of the directors then still in office who were either   directors immediately prior to such event or whose election or nomination for   election was so approved), cease to constitute a majority of the Board;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (iii)          the   effective date of a merger, consolidation, or reorganization plan that is   adopted by the Board or the board of directors of the Bank involving the Bank   or the Company in which the Bank or the Company is not the surviving entity   (other than a merger in which the beneficial ownership of the Bank or the   Company involved in the merger is identical to the beneficial ownership of   the surviving entity), or a sale of all or substantially all of the assets of   the Bank or the Company.  For purposes of this Agreement, a sale of all   or substantially all of the assets of the Bank or the Company shall be deemed   to occur if any Person acquires (or during the consecutive three hundred   sixty-five (365) calendar day period ending on the date of the most recent   acquisition by such Person, has acquired) gross assets of the Bank or
the   Company that have an aggregate fair market value equal to fifty-one percent (51%)   of the fair market value of all of the gross assets of the Bank or the   Company immediately prior to such acquisition or acquisitions;
  










	
  
 
  	
  
 
  
	
  
 
  	
  
          (iv)          a   tender offer or exchange offer is made by any Person which is successfully   completed and which results in such Person beneficially owning (within the   meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty-one   percent (51%) or more of the Bank’s or the Company’s outstanding shares of   capital stock or shares of capital stock having fifty-one percent (51%) or   more of the combined voting power of the Bank’s or the Company’s then   outstanding capital stock (other than an offer made by the Bank or the   Company), and sufficient shares are acquired under the offer to cause such   Person to own fifty-one percent (51%) or more of the voting power; or
  
	
   
  	
  
 
  
	
  
 
  	
  
          (v)          any   other transactions or series of related transactions occurring which have   substantially the same effect as the transactions specified in any of the   preceding clauses of this Section 1.4.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Notwithstanding the   foregoing provisions, a shareholder may make the following transfers and such   transfers shall not be deemed to be a Change in Control:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (1)          to any trust described in Section 1361(c)(2) of the Internal Revenue Code of   1986, as amended (the “Code”) that is created solely for the benefit of any   shareholder or any spouse of or any lineal descendant of any shareholder;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
          (2)       to   any individual by bona fide   gift;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (3)       to   any spouse or former spouse pursuant to the terms of a decree of divorce;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (4)       to   any officer or employee of the Bank or the Company pursuant to any incentive   stock option plan established by the shareholders; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
          (5)       to   any family member.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Notwithstanding the   foregoing provisions of this Section 1.4,   in the event any payment made pursuant to this Agreement is subject to   Section 409A of the Internal Revenue Code, then, in lieu of the foregoing   definition and to the extent necessary to comply with the requirements of   Section 409A of the Code, the definition of “Change in Control” for   purposes of this Agreement shall be the definition provided for under Section   409A of the Code and the regulations or other guidance issued thereunder.
  
	
  
 
  	
  
 
  
	
  
1.5
  	
  
“Compensation”   means Executive’s   base salary or base rate of pay excluding any extraordinary or premium pay   such as bonuses, commissions, incentive payments, benefits or car allowances.
  
	
  
 
  	
  
 
  
	
  
1.6
  	
  
“Constructive   Termination” shall   mean:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the demotion or reduction   in title or rank of Executive, or the assignment to Executive duties that are   materially inconsistent with his current positions, duties, responsibilities   and status with the Bank or any removal of Executive from, or any failures to   re-elect Executive to, any of such positions, except for such demotions,   reductions, assignments, removals, or failures that occur in connection with   Executive’s termination of employment for Cause, as a result of Executive’s   disability or death, or with Executive’s prior consent;
  










	
  
 
  	
  
(b)
  	
  
the reduction of   Executive’s Compensation without the prior written consent of Executive,   which is not remedied within thirty (30) calendar days after receipt by the   Bank of written notice from Executive of such reduction;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
the Bank or the Company   shall relocate its principal offices or require Executive to have as his   principal location of work any location which is in excess of thirty (30)   miles from the current location of the Bank or the Company or to travel away   from his office in the course of discharging his responsibilities or duties   hereunder more than ten (10) consecutive calendar days or an aggregate of   more than thirty (30) calendar days in any consecutive three hundred   sixty-five (365) calendar day period without Executive’s prior written   consent; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
the failure by the Company   or the Bank to require any Person effecting a Change in Control, by agreement   in form and substance satisfactory to Executive, expressly to assume and   agree to cause its successors to perform this Agreement in the same manner   and to the same extent that the Company would be required to perform it if no   such succession had taken place.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
1.7
  	
  
“Triggering Termination” shall mean the   termination of Executive’s employment with   the Company or the Bank for any reason, including a Constructive Termination, other than a   termination: (a) by the Bank or the Company for Cause or (b) that results from Executive’s death   or disability.
  
	
   
  	
  
 
  
	
  
ARTICLE 2. SPECIAL TERMINATION BENEFITS
  
	
  
 
  	
  
 
  
	
  
2.1
  	
  
In the event of a   Triggering Termination, the Bank or the Company shall continue to pay   Executive, for a consecutive seven hundred thirty (730) calendar day period,   his regularly scheduled Compensation, pursuant to the Bank’s and/or the   Company’s regular payroll practice, less withholding required to be paid or   withheld in accordance with Federal, State or local law or regulation.
  
	
  
 
  	
  
 
  
	
  
2.2
  	
  
In the event of a   Triggering Termination, Executive, his spouse (on the date of Executive’s   Triggering Termination) and Executive’s dependent children shall, continue to   participate, for the Restricted Period as defined in Section 8.1, in all health plans or   arrangements of the Bank or the Company in which he, his spouse or his   dependent children were participating in immediately prior to the date of his   Triggering Termination and on the same terms thereunder, as if he continued   to be an employee of the Bank or the Company, to the extent that participation   in any one or more of such plans or arrangements is possible without   jeopardizing the respective plan’s qualified status under the applicable   rules of the Code; provided, however,   that if Executive obtains employment with another employer during the   Restricted Period, coverage shall be provided under this paragraph only to   the extent that this coverage
exceeds the coverage of any substantially   similar plans provided by his new employer and that Executive, his spouse,   and his dependent children shall receive continued health, dental and other   coverage, at his own expense, beginning at the end of the Restricted Period,   as required by Section 4980B of the Code (or any successor provisions), but   on the basis that the last date for which coverage is provided under this   paragraph shall be the first day of his period of continuation coverage under   Section 4980B of the Code.
  










	
  
2.3
  	
  
In the event of a   Triggering Termination, the Bank or the Company will transfer title of the   Bank or the Company provided automobile to Executive on the date of such   Triggering Termination at no cost to Executive.
  
	
  
 
  	
  
 
  
	
  
2.4
  	
  
In the event of a   Triggering Termination, the Company or the Bank shall continue to pay, for   the Restricted Period, all of Executive’s club dues, for such of Executive’s   clubs paid for by the Company and/or the Bank and participated in by   Executive immediately prior to his Triggering Termination.
  
	
  
 
  	
  
 
  
	
  
2.5
  	
  
Executive will not be   entitled to any benefits under this Agreement for any termination of Executive’s   employment other than a Triggering Termination.
  
	
  
 
  	
  
 
  
	
  
2.6
  	
  
Notwithstanding anything   to the contrary contained herein, in the event any payments made pursuant to   this Article 2 are deemed to be   subject to (and not otherwise exempt from) the requirements of Section 409A   of the Code and Executive is deemed a “key employee” (as defined by Section   416(i) of the Code, disregarding Section 416(i)(5) of the Code), then   Executive shall not be entitled to any such payments that are subject to   Section 409A of the Code until the first day of the seventh month following   his date of termination; provided,   that the aggregate amount of any payments (plus interest at the Bank’s prime   interest rate then in effect) that would have otherwise been paid during such   six month delay period shall be paid on the first day of the seventh month   following Executive’s termination of employment.
  
	
   
  	
  
 
  
	
  
2.7
  	
  
The rights of Executive   set forth in Article 2 are   conditioned and dependent on Executive’s covenants set forth in Article 8 of this Agreement, and to the   enforceability of such covenants as stated therein with respect to Executive.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 3. CONFIDENTIALITY
  
	
  
 
  	
  
 
  
	
  
3.1
  	
  
The Bank and the Company   have provided and/or will provide Executive with access to confidential,   proprietary, and highly sensitive information relating to the business of the   Company and the Bank which is a competitive asset of the Company and/or the   Bank, which may include, without limitation, information pertaining to: (a)   the identities of customers with which or whom the Company and/or the Bank do   or seek to do business, as well as the point of contact persons and   decision-makers at these customers; (b) the identities of the vendors and   suppliers with which or whom the Company and/or the Bank do or seek to do   business, as well as the point of contact persons and decision-makers at   these vendors and suppliers; (c) the volume of business and the nature of the   business relationship between the Company and/or the Bank and their   customers, vendors and suppliers; (d) the particular product, service, and   pricing preferences of existing and
potential customers; (e) the financing   methods employed by and arrangements between the Company and/or the Bank and   their existing or potential customers, vendors, or suppliers; (f) the pricing   of the Company’s and/or the Bank’s products and services, including any   deviations from its standard pricing for particular customers, vendors, or   suppliers; (g) the Company’s and/or the Bank’s costs, expenses, and overhead   associated with the creation, production, delivery and maintenance of its   products and services; (h) the Company’s and/or the Bank’s business plans and   strategy, including territory assignments and rearrangements, sales and   administrative staff expansions, marketing and sales plans and strategy,   proposed adjustments in compensation of sales personnel, revenue, expense and   profit projections, and industry analyses; (i) information regarding the   Company’s and/or the Bank’s employees, including their identities, skills,   talents,
knowledge, experience, compensation, and preferences; (j) financial   information about the Company and/or the Bank; (k) the Company’s and/or the   Bank’s financial results and business conditions; and (l) computer programs   and software developed by the Company and/or the Bank or their consultants.
  










	
  
3.2
  	
  
The confidential,   proprietary, and highly sensitive information described in Section 3.1 above is hereinafter referred   to as “Proprietary Information.” The Bank, the Company and Executive agree   that the term Proprietary Information shall only include such information of   which Executive has specific knowledge.
  
	
  
 
  	
  
 
  
	
  
3.3
  	
  
Executive acknowledges and   understands that the term Proprietary Information does not include   information or know-how which: (a) was in Executive’s possession prior to its   disclosure to him by the Company and/or the Bank (as shown by competent   written evidence in Executive’s files and records immediately prior to the   time of disclosure); or (b) is approved for release by written authorization   of the Company and the Bank.
  
	
  
 
  	
  
 
  
	
  
3.4
  	
  
Executive acknowledges   that from time to time the Company and/or the Bank will disclose Proprietary   Information to him in order to enable him to perform his duties for the   Company and or the Bank. Executive recognizes and agrees that the   unauthorized disclosure of Proprietary Information could place the Company   and/or the Bank at a competitive disadvantage. Consequently, Executive agrees   not: (a) to use, at any time, any Proprietary Information for his own benefit   and for the benefit of any person, entity, or corporation other than the   Company and/or the Bank; or (b) to disclose, directly or indirectly, any   Proprietary Information to any person who is not a current employee of the   Company and/or the Bank, except as required by law or in the performance of   the duties assigned to him by the Company and/or the Bank, at any time prior   or subsequent to the termination of his employment with the Bank, without the   express, written consent of the
Company and the Bank. Executive further   acknowledges and agrees not to make copies of any Proprietary Information,   except as authorized in writing by the Company and the Bank.
  
	
   
  	
  
 
  
	
  
3.5
  	
  
Executive understands and   agrees that his obligations under this Article   shall survive the termination of his employment with the Bank and/or the   Company forever.  Executive further understands and agrees that his   obligations under this Article are in addition to, and not in limitation or   preemption of, all other obligations of confidentiality which he may have to   the Company and/or the Bank under general legal or equitable principles, or   other policies implemented by the Company and/or the Bank.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 4. RESTRICTIONS UPON FUNDING
  
	
  
 
  	
  
 
  
	
  
4.1
  	
  
Neither the Company nor   the Bank shall have any obligation to set aside, earmark or entrust any fund   or money with which to pay its obligations under this Agreement. Executive,   his Beneficiary or any successor-in-interest to him shall be and remain   simply a general creditor of the Company and the Bank in the same manner as   any other creditor having a general unsecured claim.
  
	
  
 
  	
  
 
  
	
  
4.2
  	
  
For purposes of the Code,   the Company and the Bank intend this Agreement to be an unfunded, unsecured   promise to pay on the part of the Company and/or the Bank. For purposes of   the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) the   Company and the Bank intend that this Agreement not be subject to ERISA. If   this Agreement is deemed subject to ERISA, it is intended to be an unfunded   arrangement for the benefit of a select member of management who is a highly   compensated employee of the Company and/or the Bank, for the purpose of   qualifying this Agreement for the “top hat” plan exception under sections   201(2), 301(a)(3) and 401(a)(1) of ERISA.
  










	
  
4.3
  	
  
If the Company or the Bank   elects to invest in a life insurance, disability or annuity policy upon the   life of Executive, Executive shall assist the Company and/or the Bank by   freely submitting to a physical examination and supplying such additional   information necessary to obtain such insurance or annuities.
  
	
  
 
  	
  
 
  
	
  
4.4
  	
  
Notwithstanding any   provision of this Agreement to the contrary, neither the Company nor the Bank   shall be required to pay any benefit under this Agreement if, upon the advice   of counsel, the Company or the Bank determines in good faith that the payment   of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor   regulations regarding employee compensation promulgated by any regulatory   agency having jurisdiction over the Company, the Bank or their affiliates. To   the extent possible, such benefit payment shall be proportionately reduced to   allow payment within the fullest extent permissible under applicable   law.  Executive shall have the right to have any determination made   pursuant to this Section 4.5   reviewed by independent counsel for Executive, prior to the reduction of any   amount payable pursuant to the terms of this Agreement. Any review by   independent counsel pursuant to this Section   4.5 must be
completed within five (5) business days of the Company   and/or the Bank’s determination made pursuant hereto, and all amounts payable   pursuant to this Agreement shall be suspended for such period.
  
	
   
  	
  
 
  
	
  
ARTICLE 5. DESIGNATION OF BENEFICIARIES
  
	
  
 
  	
  
 
  
	
  
5.1
  	
  
Should Executive die prior   to full payment of amounts due under Article   2, payment shall be made to his Beneficiary. Executive’s written   designation of one or more persons or entities as his Beneficiary shall   operate to designate Executive’s Beneficiary under this Agreement. Executive   shall file with the Company a copy of his Beneficiary designation on the form   supplied to Executive by the Company. The last such designation form received   by the Company shall be controlling, and no designation, or change or   revocation of a designation shall be effective unless received by the Company   prior to Executive’s death.
  
	
  
 
  	
  
 
  
	
  
5.2
  	
  
If no Beneficiary   designation is in effect at the time of Executive’s death, if no designated   Beneficiary survives Executive or if the otherwise applicable Beneficiary   designation conflicts with applicable law, Executive’s estate shall be the   Beneficiary.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 6. INTERPRETATION AND ENFORCEMENT
  
	
   
  	
  
 
  
	
  
6.1
  	
  
The Parties shall have the   exclusive power and authority to interpret and construe this Agreement. The   Parties may engage agents to assist them, including their legal counsel.
  
	
  
 
  	
  
 
  
	
  
6.2
  	
  
The Parties consent to the   resolution by final and binding arbitration of any claim, controversy, or   dispute arising under this Agreement, in accordance with the Employment   Arbitration Rules of the American Arbitration Association in effect on the   date the claim or controversy arises.
  










	
  
6.3
  	
  
Notwithstanding Section 6.2, the Parties hereto recognize   that the covenants hereunder are special, unique and of extraordinary   character, and therefore any claim for injunctive or other equitable relief   including violation of the Covenants of Noncompetition and Nonsolicitation of   this Agreement or the use, misuse, misappropriation, or unauthorized   disclosure of the Bank’s or the Company’s Proprietary Information, shall not   be covered by Section 6.2. The   Parties agree to waive the requirement of posting of bond or other security   as a condition precedent to obtaining any injunctive or other equitable   relief, including emergency or temporary injunctive relief.
  
	
   
  	
  
 
  
	
  
ARTICLE 7. COMPLETE AND VOLUNTARY AGREEMENT
  
	
  
 
  	
  
 
  
	
  
7.1
  	
  
The promises of the   Company and the Bank contained in this Agreement and the continued   performance of services by Executive are the whole consideration for this   Agreement.
  
	
  
 
  	
  
 
  
	
  
7.2
  	
  
Executive intends to be   legally bound by this Agreement and has signed and delivered it voluntarily,   without coercion, and with knowledge as to the nature and consequences   thereof after consultation with his independent legal counsel.
  
	
  
 
  	
  
 
  
	
  
7.3
  	
  
The Company and the Bank   intend to be legally bound by this Agreement and have signed and delivered it   voluntarily, without coercion, and with knowledge as to the nature and   consequences thereof.
  
	
  
 
  	
  
 
  
	
  7.4
  	
  
It is understood and   agreed that this Agreement contains the entire agreement between the Parties   and supersedes any and all prior agreements, arrangements, or undertakings   between the Parties relating to the subject matter including, but not limited   to, the Original Agreement. No oral understandings, statements, promises or   inducements contrary to the terms of this Agreement exist. This Agreement   cannot be changed orally and any changes or amendments to this Agreement must   be signed by all Parties.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 8. COVENANTS OF NONCOMPETITION AND   NONSOLICITATION
  
	
  
 
  	
  
 
  
	
  
8.1
  	
  
Executive acknowledges that Executive has
received and/or will receive specialized knowledge and training and Proprietary
Information (as outlined in Article 3) from the Company and/or the Bank
during the term of this Agreement, and that such knowledge, training, and/or
Proprietary Information would provide an unfair advantage if used to compete
with the Company and/or the Bank. In order to avoid such unfair advantage, and
in consideration for the promises and covenants set forth in this Agreement and
other good and valuable consideration, Executive agrees that while Executive is
employed with the Bank and/or the Company and for a consecutive seven hundred
thirty (730) calendar day period after the date of a Triggering Termination (the
“Restricted Period”), Executive shall not, directly or
indirectly, individually or as an owner, lender, consultant, adviser,
independent contractor, employee, partner, officer, director or in any other
capacity, alone or in association with other persons or entities, own, assist,
finance, participate in or be employed in Tarrant County by: (i) any National or
State chartered banking institution or bank holding company; or (ii) any
business or other endeavor that is in direct competition with the Company or the
Bank in any business that the Company or the Bank was engaged in during
Executive’s employment or at the date of a Triggering Termination. Because
Executive has developed and/or may develop considerable personal contacts with
the clients served by the Company or the Bank during his

 










	
  
 
  	
  
employment with the Bank and the   Company, Executive also agrees that, while Executive is employed with the   Bank and/or the Company and for the Restricted Period, Executive will not,   either directly or indirectly, solicit individuals or other entities that are   customers or potential customers (as   defined below) of the Bank or the Company for banking services or any other   services which are in competition with the services provided by the Bank or   the Company during Executive’s employment or at the date of a Triggering   Termination.  Executive also agrees that while Executive is employed   with the Bank and/or the Company and for the Restricted Period, Executive   will not, either directly or indirectly, solicit any employee or other   independent contractor of the Company or the Bank to
terminate his employment   or contract with the Company or the Bank.
  
	
  
 
  	
  
 
  
	
  
8.2
  	
  
For the purposes of this   Agreement, the term “potential customer” shall   mean any person or entity contacted by the Company or the Bank or any of its affiliates,   officers, directors, employees, shareholders, agents or representatives   during the period that Executive was an employee of the Company or the Bank   for the purpose of soliciting business in connection with the business of the   Company or the Bank. The Parties acknowledge that the prohibitions contained   in this Article 8 do not apply   to purely social contacts and shall only apply to those persons or entities   which Executive knows, or reasonably should know, are potential customers, pursuant to this Section 8.2.
  
	
   
  	
  
 
  
	
  
8.3
  	
  
This Article 8 is material and
important to this Agreement.  The enforceability of this Article 8
is a precondition for the Company’s payments pursuant to Article
2.  Should all or any part or application of this Article 8
be held or found invalid or unenforceable for any reason whatsoever by a court
or arbitrator in connection with any claim or defense asserted by Executive,
Executive and Company agree that: (a) Executive’s right to
Compensation continuation pursuant to Article 2 of this Agreement shall
automatically lapse and be forfeited, (b) the Company shall have no further
obligation to make any such payments to the Executive; and (c) the Company
shall be entitled to receive reimbursement of the full value of any such
Compensation continuation and other payments that were made to the Executive
pursuant to Article 2 of this Agreement through the date on which a court
or arbitrator held or found any portion of Article 8 to be invalid
or unenforceable.
 
	
  
 
  	
  
 
  
	
  
ARTICLE 9. TERM, AMENDMENT AND TERMINATION OF AGREEMENT
  
	
  
 
  	
  
 
  
	
  
9.1
  	
  
The term of this Agreement   shall commence on the effective date hereof and shall end upon the discharge   of all of the Bank’s or the Company’s obligations to Executive or his   beneficiary.
  
	
   
  	
  
 
  
	
  
9.2
  	
  
This Agreement may be amended   only by a written instrument executed by the Company, the Bank and the   Executive.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 10. GENERAL
  
	
  
 
  	
  
 
  
	
  
10.1
  	
  
Executive, the Company and   the Bank agree that each provision of this Agreement shall be enforceable   independent of every other provision and in the event any provision of this   Agreement is determined to be unenforceable for any reason, the remaining   provisions will remain effective, binding, and enforceable.
  










	
  
10.2
  	
  
Executive, the Company and   the Bank agree that this Agreement shall be binding on the Company and the   Bank, their successors, and assigns and that this Agreement shall be fully   enforceable by Executive against any successor or assignee of the Company or   the Bank.
  
	
   
  	
  
 
  
	
  
10.3
  	
  
Executive, the Company and   the Bank agree that this Agreement is personal to Executive and shall not be   assignable, in whole or in part, by Executive for any reason. The Company and   the Bank covenant and agree that, in the event of Executive’s death, the   Company and/or the Bank will continue to make all payments required by this   Agreement to Executive’s Beneficiary or estate. In the event of Executive’s   death, this Agreement shall be enforceable by Executive’s Beneficiary,   estate, executors, or legal representatives only to the extent provided in   this Agreement.
  
	
  
 
  	
  
 
  
	
  
10.4
  	
  
EXECUTIVE, THE COMPANY AND   THE BANK AGREE THAT THE LAW OF THE STATE OF TEXAS WILL GOVERN THE VALIDITY   AND INTERPRETATION OF THIS AGREEMENT. VENUE IN ANY SUCH DISPUTE, WHETHER IN   FEDERAL OR STATE COURT, WILL BE LAID IN TARRANT COUNTY, TEXAS. EACH PARTY   HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST   EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (a) SUCH PARTY IS NOT   PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (b) SUCH PARTY AND   SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS   OR (c) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT   FORUM.
  
	
  
 
  	
  
 
  
	
  
10.5
  	
  
The titles or headings of   the respective Articles in this Agreement are inserted merely for convenience   and shall be given no legal effect.
  
	
   
  	
  
 
  
	
  
10.6
  	
  
This Agreement may be   executed in two or more counterparts, each of which will be deemed an   original and all of which together will constitute one instrument.
  











IN WITNESS WHEREOF, the Company, the Bank and Executive have executed this Agreement to be effective as of the date first written above.

	
   
 	
  
PHILIP E.   NORWOOD
  
	
   
 	
  
 
  	
  
 
  
	
   
 	

  
  /s/Philip E. Norwood

	
   
 	

  
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  SUMMIT   BANCSHARES, INC.
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  
By:
  	
  
/s/ Bob G. Scott
  
	
   
 	
  
 
  	
  


  
	
   
 	
  
Title:
  	
  
Executive Vice President
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  
SUMMIT   BANK, N.A.
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  
 
  	
  
 
  
	
   
 	
  By:
  	
  /s/ Bob G. Scott
  
	
   
 	
   
  	
  


  
	
   
 	
  Title:
  	
  Executive   Vice President