FIRST MODIFICATION OF
EMPLOYMENT AGREEMENT
This First Modification of Employment Agreement (this _Modification_)
dated as of July 26, 2000, modifies the Employment Agreement dated as of
December 14, 1998 between Success National Bank as Employer and Wilbur G.
Meinen as Employee.
WHEREAS, Employer and Employee desire to modify certain terms of the
Employment Agreement dated December 14, 1998 (the _Agreement_) as set forth
herein;
THEN, THEREFORE, the parties agree as follows:
1. Salary. The dollar amount of Employee's annual salary as set forth
in
Section 2.1(a) of the Agreement is hereby modified to the annual amount of
$225,000.00 effective retroactively to April 1, 2000.
2. Equity-Based Compensation.
(a) Paragraph 1 of Exhibit A to the Agreement shall be modified in
its entirety to read as follows:
_Eight thousand (8,000) shares of Success Bancshares, Inc. common stock
will be issued promptly to Employee, which shares will be nontransferable and
be subject to forfeiture in the event Employee ceases to be a full-time
Employee of Employer because of his voluntary termination (other than a
termination in connection with, or within 1 year of, a Change in Control) or
termination pursuant to Section 3.2(b) or (c) of this Agreement (any such
event a _Forfeiture Termination_) prior to January 2, 2001. If a Forfeiture
Termination occurs, then Employee shall forfeit: (a) all of such shares if
such Forfeiture Termination occurs prior to or on December 31, 1999; and (b)
two-thirds (2/3) of such shares if such Forfeiture Termination occurs on or
before December 31, 2000. If no Forfeiture Termination has occurred on or
before January 1, 2000, then all restrictions, divestitures and forfeitures
shall be removed with respect to one-third (1/3) of the shares; and if no
Forfeiture Termination has occurred on or before January 1, 2001, then all
restrictions, divestitures and forfeitures shall be removed with respect to
the remaining two-thirds (2/3) of the shares. Anything set forth herein to
the contrary notwithstanding, in the event that Employee dies or becomes
disabled while employed by Employer, then all restrictions, divestitures or
forfeitures of the Shares shall be deemed to have been removed immediately
prior to Employee's death or disability.
(b) An additional thirty-three thousand (33,000) stock options (to the
extent possible, incentive stock options) (the _Options_) are hereby granted
pursuant to the Employer's Stock Option Plan. The Option exercise price shall
be the closing price of the Success Bancshares, Inc. stock as of July 26,
2000. All Options shall be immediately exercisable by Employee.
(c) So long as Employee remains a Director of Employer, Employee shall
be entitled to receive all annual Directors' option grants.
3. Term. The term of the Agreement is extended to December 16,
2002.
4. Insurance.
(a) Employer has purchased and, so long as Employee is employed by
Employer, shall continue to pay premiums for a $1,000,000.00 life
insurance policy owned by Employee subject to a split dollar agreement
and assignment on ordinary terms of such policies.
(b) Employer has purchased and, so long as Employee is employed by
Employer, shall continue to pay premiums for a $1,000,000.00 key man term life
insurance policy which Employee shall have the right, but not the obligation,
to assume in the event Employee terminates his employment prior to or at
retirement.
(c) Employer and Employee shall enter into a split-dollar or other
agreement with respect to the policies referred to in the foregoing
paragraphs (a) and (b).
5. Except as expressly set forth herein, the terms and conditions of the
Agreement remain in full force and effect.
The parties have executed this Modification to the Agreement as of the
date first written above.
SUCCESS NATIONAL BANK WILBUR G. MEINEN
___________________________ _________________________
