EX-4.3


 Exhibit 4.3 

PROSPERITY BANCSHARES, INC. 

EMPLOYEE RESTRICTED STOCK AGREEMENT 

Restricted Stock Agreement made effective the      day of
            , 20            (“Date of Grant”), between Prosperity Bancshares, Inc., a Texas corporation (the
“Company”), and
                                        
(“Employee”). 
  

	1.	Award. The Company hereby makes a grant of Restricted Shares (as defined below) subject to the terms and conditions contained herein and in the Plan (as defined below). 


 

	 	(a)	Shares. Pursuant to the Prosperity Bancshares, Inc. 2012 Stock Incentive Plan (the “Plan”),             shares (the “Restricted
Shares”) of the Company’s common stock, par value $1.00 per share (“Stock”), shall be issued as hereinafter provided in Employee’s name subject to certain restrictions thereon. 


 

	 	(b)	Issuance of Restricted Shares. The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement. 


 

	 	(c)	Plan Incorporated. Employee 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 conditions set forth in the Plan,
including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. 

  

	2.	Restricted Shares. Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows: 


 

	 	(a)	Forfeiture Restrictions. To the extent then subject to the Forfeiture Restrictions (as hereinafter defined), the Restricted Shares granted hereunder may not be sold, assigned, transferred, exchanged,
pledged, hypothecated or encumbered by Employee, and no such sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance, whether made or created by voluntary act of Employee or any agent of Employee or by operation of law, shall be
recognized by, or be binding upon, or shall in any manner affect the rights of, the Company or any agent or any custodian holding certificates for the Restricted Shares. In the event that the Employee’s employment with Company is terminated
prior to the lapse of the Forfeiture Restrictions as provided in (b) below for any reason other than death or disability, Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then subject to the
Forfeiture Restrictions. 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 “Forfeiture Restrictions.” 








	 	(b)	Lapse of Forfeiture Restrictions. Except as provided below, the Forfeiture Restrictions shall lapse and cease to apply to the Restricted Shares on the date set forth below: 


 
  

Notwithstanding the foregoing, upon the occurrence of a Change of Control (as defined in the Plan), the Forfeiture Restrictions shall lapse
and cease to apply to all Restricted Shares. If the Employee’s employment with the Company is terminated because of death or disability, to the extent the Restricted Shares are subject to Forfeiture Restrictions on the date of such termination,
such Forfeiture Restrictions shall lapse. 
 Restricted Shares with respect to which Forfeiture Restrictions have lapsed shall cease to be
subject to any Forfeiture Restrictions, and the Company, pending payment of corresponding taxes, shall provide the Employee a certificate (without the legend referenced in Section 2(c)) below representing the shares as to which the Forfeiture
Restrictions have lapsed. 
 If the Employee’s employment with the Company shall terminate prior to the lapse of the Forfeiture
Restrictions, and there exists a dispute between Employee and the Company or the Committee (as defined in the Plan) as to the satisfaction of the conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of the grant, the
Restricted Shares shall remain subject to the Forfeiture Restrictions until the resolution of such dispute, except that any dividends that may be payable to the holders of record of Stock as of a date during the period from termination of employment
to the resolution of such dispute shall: 
  

	 	(1)	to the extent to which such dividends would have been payable to Employee on the Restricted Shares, be held by the Company as part of its general funds, and shall be paid to or for the account of Employee only upon, and
in the event of, a resolution of such dispute in a manner favorable to Employee, and then only with respect to such of the Restricted Shares as to which such resolution shall be so favorable, and 


 

	 	(2)	be retained by the Company in the event of a resolution of such dispute in a manner unfavorable to Employee only with respect to such of the Restricted Shares as to which such resolution shall be so unfavorable.



  
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	 	(c)	Certificates. One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee’s name, or at the option of the Company, in the name of a nominee of the Company,
pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend:


 THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PROSPERITY BANCSHARES, INC. 2012 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PROSPERITY BANCSHARES, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE
OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF PROSPERITY BANCSHARES, INC. 

Until the Forfeiture Restrictions have lapsed, (i) Employee shall not be entitled to delivery of the stock certificate, (ii) the
Company shall retain custody of the stock certificate, and (iii) Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares. A breach by Employee of the terms and conditions of this Agreement shall cause a
forfeiture of the shares by Employee. Upon request of the Committee, Employee 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 deliver to Employee a certificate without legend evidencing the vested Restricted Shares with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate
representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be
postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be
obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. 

 

	3.	Status of Stock. Employee agrees that, notwithstanding anything to the contrary herein, the Restricted Shares may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of in any
manner that would constitute a violation of any applicable federal or state securities laws. Employee also agrees that (i) certificates shall bear the legend or legends as the Committee deems appropriate in order 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 in the opinion of counsel satisfactory to the Company
constitute a violation of 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. 


  
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	4.	Changes in Capital Structure. If the outstanding shares of Stock or other securities of the Company, or both, shall at any time be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, or recapitalization, the number and kind of shares of Stock or other securities subject to the Restricted Shares shall be appropriately and equitably adjusted in accordance with the terms of the Plan. 


 

	5.	Status as Employee. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of the Company or its Affiliates (as defined
in the Plan) or any successor corporation or other legal entity. Any question as to whether and when there has been a termination of such employment shall be determined by the Committee in its sole discretion, and its determination shall be final.


  

	6.	Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers,
rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Shares. 


 

	7.	Binding Effect. The provisions of the Plan and the terms and conditions of this Agreement shall, in accordance with their terms, be binding upon, and inure to the benefit of, all successors of Employee,
including, without limitation, Employee’s estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy, or representative of creditors of Employee. This Agreement shall be binding
upon and inure to the benefit of any successors to the Company. 

  

	8.	Agreement Subject to Plan. This Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In
the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be
applicable to this Agreement. 

  

	9.	Amendment. Any modification of this Agreement will be effective only if it is in writing and signed by a duly authorized officer of the Company and Employee, except to the extent such modification occurs
pursuant to a proper amendment of the Plan. 

  

	10.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. 


[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written. 
  

			
	PROSPERITY BANCSHARES, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	EMPLOYEE
		
	By:	 	  

	Name:	 	


 [Signature Page to Employee Restricted Stock Agreement]