EX-10.12



 Exhibit 10.12 
 RESTRICTED STOCK AGREEMENT 
 THIS RESTRICTED STOCK AGREEMENT (this
“Agreement”) is made as of the 1st day of March, 2013, between AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance corporation (the “Company”), and
                     (the “Employee”). 
 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, shall be issued as hereinafter provided in the Employee’s name subject to certain restrictions
thereon. The Restricted Shares shall be issued upon acceptance hereof by the Employee and upon satisfaction of the conditions of this Agreement. The 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 provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof. 
 2) Restricted Shares. The Employee 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 Employee’s employment with the Company for any reason whatsoever (whether by the
Employee or the Company, voluntary or involuntary, or with or without cause), the Employee 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, Employee may transfer the Restricted Shares to any member (a “Family Member”) of Employee’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 the 100% of the Restricted Shares as of March 1, 2023 provided that Employee remains continuously employed by the Company until such date. In
addition, if Employee retires from employment with the Company and the Company consents to such retirement as a retirement for purposes of this Agreement, the Forfeiture Restrictions shall lapse as to 100% of the Restricted Shares on the date of the
Employee’s retirement. The Forfeiture Restrictions shall also lapse as to 100% of the Restricted Shares on (i) the date the Employee’s employment with 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 Employee is no longer able to perform the material duties of the position he had with the Company immediately prior to inception of
such condition. 
 c) Certificates and Transfer Instructions. A certificate evidencing the Restricted Shares shall
be issued by the Company in the Employee’s name, pursuant to which the Employee 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 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 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 Employee is a party) in the name of the Employee 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) Withholding of Tax. To the extent that the receipt of the Restricted Shares or the lapse
of any Forfeiture Restrictions results in compensation income to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the
Company may require to meet its obligation under applicable tax laws or regulations, and, if the Employee fails to do so, the Company is authorized to withhold from any remuneration then or thereafter payable to the Employee any tax required to be
withheld by reason of such resulting compensation income. 
 4) Status of Stock. If requested to do so by the
Company, the Employee 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. 

The Employee agrees that the Restricted Shares are being acquired by the Employee 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 Securities Act of 1933 (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 Employee 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 Employee 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. 

5) Employment Relationship. For purposes of this Agreement, the Employee shall be considered to be in the employment of the
Company as long as the Employee remains an employee of either the Company, a parent or subsidiary corporation of the Company or any successor corporation. Any question as to whether and when there has been a termination of such employment, and the
cause of such termination, shall be determined by the Company, and its determination shall be final. 
 6)
Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of the Employee, such notices or communications shall be effectively delivered if hand delivered to the Employee
at his principal place of employment or if sent by registered or certified mail to the Employee 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. 
 7. 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. 
 8. 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 Employee. 

  
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 9. Controlling Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas. 
 IN WITNESS WHEREOF, the Company has caused this Agreement to be
duly executed by an officer thereunto duly authorized, and the Employee has executed this Agreement, all as of the date first above written. 
  

			
	AMERICAN NATIONAL INSURANCE COMPANY
		
	By:	 	      

		 	[name, title]
		 	“Company”
	 	 	  
	[insert officer name]
		 	“Employee”



  
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