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EXHIBIT 10.1




AMENDMENT TO EMPLOYMENT AND

CONSULTING AGREEMENTS




     This Amendment to Employment and Consulting Agreements (this “Amendment”) is made and
entered into effective as of December 31, 2005 (the “Effective Date”) in Houston, Texas
between Sterling Bancshares, Inc., a Texas corporation (“Bancshares”), and George Martinez,
an individual residing in Houston, Texas.



     WHEREAS, Bancshares and Mr. Martinez were parties to an Employment Agreement effective as of
January 1, 2002 (the “Employment Agreement”), which was terminated effective as of May 31,
2004, except for the provisions thereof which, by their terms, were intended to survive such
termination;



     WHEREAS, Bancshares and Mr. Martinez entered into that certain Consulting Agreement effective
as of June 1, 2004 (the “Consulting Agreement”); and



     WHEREAS, in connection with the retirement of Mr. Martinez from the Board of Directors of
Bancshares, the parties desire to amend the Employment Agreement and the Consulting Agreement as
provided herein;



     NOW, THEREFORE, for Ten Dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:



     1. The following new paragraph shall be added to the end of Section 5.1 of the Employment
Agreement:




     Furthermore, notwithstanding the foregoing, after December 31, 2005, Executive
shall be permitted to provide, acting solely as an independent contractor,
consulting services to any business competitive with the banking business conducted
by Company, Bank or its banking affiliates.



     2. The following new Section 5.4 shall be added to Article 5 of the Employment Agreement:




     5.4 CHANGE OF CONTROL. Following a Change of Control (as defined below) of
the Company, the Executive shall no longer be subject to the non-competition and
non-solicitation covenants set forth in this Article 5. For purposes of this
Agreement, a “Change of Control” shall be deemed to have occurred if:




     (i) Any “person” or “group” (within the meanings of Sections 13(d) or 14(d)(2)
of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of
securities of Company representing thirty-five percent (35%) or more of the combined
voting power of Company’s then outstanding securities eligible to vote for the
election of the board of directors of Company (the “Company Voting Securities”);
provided, however, that the event described in this paragraph (i) shall not be
deemed to be a Change of Control by virtue of an



 









 







acquisition by any of the following persons or groups: (A) by Company, (B) by
any employee benefit plan (or related trust) sponsored or maintained by Company, (C)
by any underwriter temporarily holding securities pursuant to an offering of such
securities, or (D) by any person or group pursuant to a Non-Qualifying Transaction
(as defined in paragraph (ii) below);




     (ii) the consummation of a merger, consolidation, share exchange or similar
form of corporate transaction involving Company that requires the approval of
Company’s shareholders, whether for such transaction or the issuance of securities
in the transaction (a “Business Combination”), unless immediately following such
Business Combination: (A) more than seventy-five percent (75%) of the total voting
power of (x) the corporation resulting from such Business Combination (the
“Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that
directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the “Parent Corporation”),
is represented by Company Voting Securities that were outstanding immediately prior
to such Business Combination (or, if applicable, is represented by shares into which
such Company Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in substantially
the same proportion of the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Business Combination, (B) no person (other
than any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is or becomes the beneficial
owner, directly or indirectly, of fifty-percent (50%) or more of the total voting
power of the outstanding voting securities eligible to elect directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and
(C) at least a majority of the board of directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Business Combination were Incumbent Directors (as herein
defined) at the time the board of directors of Company approved the execution of the
initial agreement providing for such Business Combination (any Business Combination
which satisfies all of the criteria specified in (A), (B) and (C) above shall be
deemed to be a “Non-Qualifying Transaction”);




     (iii) the individuals who constitute the board of directors of Company as of
the date of this Agreement (the “Incumbent Directors”) shall cease for any reason to
constitute at least a majority of the members of the board of directors of Company,
provided that any person becoming a director subsequent to the date of this
Agreement, whose election or nomination was approved by a vote of at least a
majority of the Incumbent Directors then comprising the board of directors of
Company shall be, for purposes of this Agreement, considered an Incumbent Director;
provided, however, that no individual initially elected or nominated as a director
of Company as a result of an actual or threatened contest with respect to directors
or as a result of any other actual or threatened solicitation of proxies (or
consents) by or on behalf of any person other than the board of directors shall be
deemed to be an Incumbent Director;



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     (iv) the consummation of a sale of 50% or more of the assets of Company; or




     (v) the shareholders of Company shall approve a plan of complete liquidation or
dissolution of Company.



     3. The first sentence of Section 4 of the Consulting Agreement is hereby amended to read in
full as follows:




     The parties agree that nothing herein shall be construed as a limitation on
Consultant to provide services to such other clients as Consultant may from time to
time have the opportunity to provide services to; provided, however, that Consultant
shall continue to be bound by the provisions of Article 5 of the Employment
Agreement in accordance with the terms and provisions thereof.



     4. Except as expressly amended hereby, the Employment Agreement and the Consulting Agreement
shall remain in full force and effect.



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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the 22nd day of
December, 2005, to be effective as of the Effective Date.



	 	 	 	 	 
	 	STERLING BANCSHARES, INC.

 	 
	 	By:  	/s/ James W. Goolsby, Jr.
 	 
	 	 	James W. Goolsby, Jr. 	 
	 	 	Executive Vice President and
General Counsel 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ George Martinez
 	 
	 	George Martinez 	 
	 	 	 
	 




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