RESTRICTED STOCK AGREEMENT
Exhibit 10.3
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the 1st day of May, 2008,
between AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance corporation (the “Company”), and
_____
(the “Director”).
1. Award. Pursuant to the AMERICAN NATIONAL INSURANCE COMPANY 1999 STOCK AND
INCENTIVE PLAN (as amended, the “Plan”), as of the date of this Agreement and upon execution of
this Agreement, [insert number of shares] shares (the “Restricted Shares”) of the Company’s common
stock, par value $1.00 per share (“Stock”), shall be issued as hereinafter provided in the
Director’s name subject to certain restrictions thereon. The Restricted Shares shall be issued
upon acceptance hereof by the Director and upon satisfaction of the conditions of this Agreement.
The Director acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted
Shares shall be subject to all of the terms and provisions of the Plan, including future amendments
thereto, if any, pursuant to the terms thereof.
2. Restricted Shares. The Director hereby accepts the Restricted Shares when issued
and agrees with respect thereto as follows:
(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent
then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of the Director’s status as a director or advisory director of the Company for any
reason whatsoever, the Director shall, for no consideration, forfeit to the Company all Restricted
Shares to the extent then subject to the Forfeiture Restrictions. Upon any such forfeiture of any
of the Restricted Shares, the Company will have the Certificate representing such shares registered
in the name of the Company. The prohibition against transfer and the obligation to forfeit and
surrender Restricted Shares to the Company upon termination of employment are herein referred to as
the “Forfeiture Restrictions.” The foregoing notwithstanding, Director may transfer the Restricted
Shares to any member (a “Family Member”) of Director’s family (within the meaning of
Section 318(a)(1) of the Internal Revenue Code of 1986, as amended), to any trust benefiting one or
more Family Members, to any partnership whose partners include one or more Family Members or to a
charitable organization. The Forfeiture Restrictions shall be binding upon and enforceable against
any such transferee of Restricted Shares.
(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to
100% of the Restricted Shares on May 1, 2018 provided that Director serves continuously as a
director or advisory director of the Company until such date. In addition, if Director retires as
a director or advisory director of the Company at or after attaining the age of 65, and the Company
consents to such retirement as a retirement for purposes of this Agreement, the Forfeiture
Restrictions shall lapse as to the Restricted Shares at the rate of 20% for each year and
pro rata for any partial year included in the period of Director’s service as a director or
advisory director of the Company from the date of this Agreement through the date of such
retirement. The Forfeiture Restrictions shall also lapse as to 100% of the Restricted Shares on (i)
the date the Director’s service as a director or advisory director of the Company is terminated by
reason of death or (ii) the date the Company determines, in good faith, that, by reason of a
physical or mental condition which has existed for thirty days, the Director is no longer able to
perform the material duties of a director or advisory director.
(c) Certificates and Transfer Instructions. A certificate evidencing the Restricted
Shares shall be issued by the Company in the Director’s name, pursuant to which the Director shall
have all of the rights of a shareholder of the Company with respect to the Restricted Shares,
including, without limitation, voting rights and the right to receive dividends (provided, however,
that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture
Restrictions). The certificate shall be delivered upon issuance to the Secretary of the Company or
to such other depository as may be designated by the Company as a depository for safekeeping until
the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to
the terms of the Plan and this Agreement. Upon the parties’ execution of this Agreement, the
Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted
Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions
without forfeiture, the Company shall cause a new certificate or certificates to be issued without
legend (except for any legend required pursuant to applicable securities laws or any other
agreement to which the Director is a party) in the name of the Director in exchange for the
certificate evidencing the Restricted Shares. At all times while the Restricted Shares are subject
to the Forfeiture Restrictions, the Company shall have the right to issue to its Stock transfer
agent such stop transfer instructions as it determines are appropriate or necessary to protect its
rights under the Plan and this Agreement.
(d) Corporate
Acts. The existence of the Restricted Shares shall not affect in any
way the right or power of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities, the dissolution or
liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of
its assets or business or any other corporate act or proceeding. The prohibitions of Section 2(a)
hereof shall not apply to the transfer of Restricted Shares pursuant to a plan of reorganization of
the Company, but the stock, securities or other property received in exchange therefor shall also
become subject to the Forfeiture Restrictions and provisions governing the lapsing of such
Forfeiture Restrictions applicable to the original Restricted Shares for all purposes of this
Agreement and the certificates representing such stock, securities or other property shall be
legended to show such restrictions.
3. Status of Stock. The Director understands that at the time of the execution of
this Agreement the Restricted Shares have not been registered under the Securities Act of 1933, as
amended (the “Act”), or any state securities law, and that the Company does not currently intend to
effect any such registration. If requested to do so by the Company, the Director 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.
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The Director agrees that the Restricted Shares are being acquired by the Director for
investment without a view to distribution, within the meaning of the Act, and shall not be sold,
transferred, assigned, pledged or hypothecated in the absence of an effective registration
statement for the shares under the Act and applicable state securities laws or an applicable
exemption from the registration requirements of the Act and any applicable state securities laws.
The Director also agrees that the Restricted Shares will not be sold or otherwise disposed of in
any manner which would constitute a violation of any applicable federal or state securities laws.
In addition, the Director agrees that (i) the certificates representing the Restricted Shares
may bear such legend or legends as the Company deems appropriate in order to reflect the Forfeiture
Restrictions and to assure compliance with applicable securities laws, (ii) the Company may refuse
to register the transfer of the Restricted Shares on the stock transfer records of the Company if
such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the
opinion of counsel satisfactory to the Company, any applicable securities law, and (iii) the
Company may give related instructions to its transfer agent, if any, to stop registration of the
transfer of the Restricted Shares.
4. Notices. Any notices or other communications provided for in this Agreement shall
be sufficient if in writing. In the case of the Director, such notices or communications shall be
effectively delivered if hand delivered to the Director at his principal place of employment or if
sent by registered or certified mail to the Director at the last address he has filed with the
Company. In the case of the Company, such notices or communications shall be effectively delivered
if sent by registered or certified mail to the Company at its principal executive offices.
5. Construction and Administration. The Board of Directors of the Company has the
power to construe the Plan and this Agreement and to prescribe such rules and regulations relating
thereto as it may deem advisable. The Board of Directors of the Company also has the authority, in
the exercise of its sole and exclusive discretion, to correct any defect or supply any omission or
reconcile any inconsistency in this Agreement or in the Plan in the manner and to the extent it
shall deem appropriate. The determinations and actions of the Board of Directors shall be
conclusive.
6. 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 the Director.
7. Controlling Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and the Director has executed this Agreement, all as of the date first
above written.
| AMERICAN NATIONAL INSURANCE COMPANY | ||||||
| By: | ||||||
| Director | ||||||
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