EXHIBIT
10.1


 


2009 INTERNATIONAL BANCSHARES CORPORATION


LONG-TERM RESTRICTED STOCK UNIT PLAN


 


Article 1.


Establishment, Purpose, and Duration


 


1.1          Establishment
of the Plan. On December 18, 2009, the Board of Directors of
International Bancshares Corporation adopted this long-term restricted stock
unit plan known as the “2009 International Bancshares Corporation Long-Term
Restricted Stock Unit Plan” (hereinafter referred to as the “Plan”).  Under the Plan, no transfers of, or
transaction in, the Stock of the Company are involved.


 


1.2          Purpose
of the Plan. The purpose of the Plan is to promote the success of the
Company and its shareholders by providing incentives to officers, employees,
consultants and advisors of the Company and its Subsidiaries to make the
maximum contribution to the profitable development of the Company and any
Subsidiaries through the grant of Restricted Stock Units under the terms set
forth herein.  The Company seeks to
motivate, attract, and retain the services of present officers, employees,
consultants and advisors whose judgment, initiative, leadership, and continued
special effort will contribute to the success of the Company and its
Subsidiaries.


 


Article 2.


Definitions and Construction


 


2.1          Definitions.
Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word
is capitalized:


 


(a)           “Award”
means a Restricted Stock Unit Award granted under the Plan.


 


(b)           “Award
Agreement” means the written agreement between the Company and the Participant
by which an Award shall be evidenced, including any amendment or modification
thereof.


 


(c)           “Beneficiary”
means the person or persons who are to receive upon a Participant’s death the
distributions that otherwise would have been paid to the Participant.


 


(d)           “Board”
or “Board of Directors” means the Board of Directors of the Company.


 

















 


(e)           “Change
in Control” means the occurrence of any change in the ownership of the Company
as defined in Treasury Regulation 1.409A-3(i)(5).


 


(f)            “Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute,
provided that any specific reference herein to a particular section of the Code
will, to the extent applicable, refer to the corresponding section or provision
of any such successor statute.


 


(g)           “Committee”
means a committee of the Board appointed by the Board from time to time
consisting of at least two (2) members of the Board, each of whom is both
a Non-Employee Director and an Outside Director.


 


(h)           “Company”
means INTERNATIONAL BANCSHARES CORPORATION, a Texas corporation, which is an
eligible issuer of service recipient stock as defined under Treasury Regulation
1.409A-1(b)(5)(iii)(E).


 


(i)            “Disability”
or “Disabled” means totally and permanently disabled as from time to time
defined under the long-term disability plan of the Company or a Subsidiary
applicable to Participant, or in the case where there is no applicable plan,
permanent and total disability as defined in Section 22(e)(3) of the
Code (or any successor Section); provided, however, that to the extent an
amount payable under this Plan which constitutes deferred compensation subject
to Section 409A the Code would become payable upon Disability, “Disability”
for purposes of such payment shall not be deemed to have occurred unless the
disability also satisfies the requirements of Treasury Regulation 1.409A-3.


 


(j)            “Effective Date” means the date as defined in Article 12
hereof.


 


(k)           “Eligible Person” means any officer, employee, consultant or
advisor of the Company or any Subsidiary, as may be designated from time to
time by the Committee as eligible to receive a Restricted Stock Unit subject to
the conditions set forth herein.


 


(l)            “Exchange Act” means the Securities Exchange Act of 1934,
as amended from time to time.


 


(m)          “Fair Market Value” means, unless otherwise required by the
Code, as of any date, the last sales price reported for the Stock on the
applicable date, (i) as reported by the national securities exchange in
the United States on which it is then traded or The Nasdaq Stock Market, Inc.
or (ii) if not traded on any such national securities exchange or The
Nasdaq Stock Market, Inc., as quoted on an automated quotation system
sponsored by the National Association of Securities Dealers, Inc., or if
the Stock shall not have been reported or quoted on such date, on the first day
prior thereto on which the Stock was reported or quoted; provided, however,
that the Committee may modify the definition of Fair Market Value to reflect
any changes in the trading practices of any exchange or 


 

















 


automated system sponsored by the National Association of Securities
Dealers, Inc. on which the Stock is listed or traded. If the Stock is not
readily traded on a national securities exchange, The Nasdaq Stock Market, Inc.
or any system sponsored by the National Association of Securities Dealers, Inc.,
the Fair Market Value shall be determined in good faith by the Committee.


 


(n)           “Non-Employee
Director” means as defined in Rule 16b-3 promulgated under the Exchange
Act.


 


(o)           “Outside
Director” means given to it in the Regulations promulgated under Section 162(m) of
the Code, as may be amended from time to time.


 


(p)           “Participant”
means an Eligible Person who has been granted a Restricted Stock Unit hereunder.


 


(q)           “Plan”
means this 2009 International Bancshares Corporation Long-Term Restricted Stock
Unit Plan, as herein described and as hereafter from time to time amended.


 


(r)            “Restricted
Stock Unit” means a phantom (notional) unit granted under the Plan to receive
an amount in cash, subject to the terms of the Plan and the applicable Award
Agreement.


 


(s)           “Stock”
or “Shares” means the common stock, par value $1.00 per share, issued by the
Company.


 


(t)            “Subsidiary”
means any subsidiary corporation, as defined in Section 424(f) of the
Code, to which the Committee has determined to extend the application of this
Plan.


 


(u)           “Treasury
Regulation” means the regulations promulgated under the Code.


 


2.2          Severability.
In the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.


 

















 


Article 3.


Administration


 


3.1          Authority
of the Committee.


 


(a)                                  The Plan and
all Award Agreements shall be administered, and all grants of Restricted Stock
Units under this Plan shall be granted, by the Committee. The Committee shall
have full authority and absolute sole discretion:


 


(i)            To
determine, consistent with the provisions of this Plan, which of the Eligible
Persons shall be granted Restricted Stock Units under the Plan;


 


(ii)           To
determine the form, terms, conditions, and amount of Restricted Stock Units and
the Award Agreements;


 


(iii)          To
determine the timing of when Restricted Stock Units are to be granted and any
conditions which must be satisfied before an Award is made;


 


(iv)          To
determine the period over which the Restricted Stock Units shall vest;


 


(v)           To
determine the terms of each Award Agreement and any amendments or modifications
thereof, which need not be identical;


 


(vi)          To
establish objectives and conditions for earning Restricted Stock Units and
whether the conditions for earning Restricted Stock Units have been met and
whether an Award will be paid;


 


(vii)         To
determine the guidelines and/or procedures for the payment of Restricted Stock
Units;


 


(viii)        To
modify and amend outstanding Award Agreements unilaterally in any manner;


 


(ix)          To construe and interpret this Plan and the Award
Agreements;


 


(x)           To make adjustments in the performance goals that may be
required for any Award in recognition of unusual or nonrecurring events
affecting the Company or the financial statements of the Company (to the extent
not inconsistent with Section 162(m) of the Code, if applicable), or
in response to changes in applicable laws, regulations, or accounting
principles;


 

















 


(xi)           To
make all other determinations and take all other actions deemed necessary or
advisable for the proper administration of this Plan; and


 


(xii)          To
adopt, alter, and repeal such rules, regulations, agreements, guidelines, and
practices for administration of this Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of this Plan
and any Award (including related Award Agreements); to make all determinations
it deems advisable for the administration of this Plan; to decide all disputes
arising in connection with this Plan; and to otherwise supervise the administration
of this Plan.


 


(b)                                The decision
and determinations of the Committee as to all questions of interpretation and
application of the Plan and the Award Agreements shall be final, binding and
conclusive on all persons.  The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Award Agreement granted hereunder in the manner and to the
extent it shall deem expedient to carry the Plan into effect and shall be the
sole and final judge of such expediency.


 


3.2          Advisors
to Committee.  The Committee may designate employees of the Company
and its Subsidiaries and professional advisors to assist the Committee in the
administration of the Plan and may grant authority to employees of the Company
to execute agreements or other documents on behalf of the Committee in
connection with the administration of the Plan. The Committee may employ such
legal counsel, consultants, and agents as it may deem desirable for the
administration of the Plan and may rely upon any advice and any computation
received from any such counsel, consultant, or agent. The Company shall pay all
expenses and costs incurred by the Committee for the engagement of any such
counsel, consultant, or agent.


 


3.3          Participants.
In order to conform with the provisions of local laws and regulations, the
Committee shall have the sole discretion to (i) determine which
Subsidiaries shall be covered by the Plan; (ii) modify the terms and
conditions of the Awards granted under the Plan to Eligible Persons located in
other states or jurisdictions; (iii) establish subplans with such
modifications as may be necessary or advisable under the circumstances present
by local laws and regulations; and (iv) take any action which it deems
advisable to comply with or otherwise reflect any necessary governmental
regulatory procedures, or to obtain any exemptions or approvals necessary with
respect to the Plan or any subplan established hereunder.  Notwithstanding the above, the Committee may
not take any actions hereunder, and no Restricted Stock Units shall be granted,
that would violate applicable law.


 


3.4          Adjustments
in Authorized Shares and Limitations. 
In the event that the outstanding shares of Stock of the Company are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation or 


 

















 


other
entity by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividends payable in capital stock, appropriate adjustment shall be made to the
number and kind of Shares subject to outstanding Awards and other value
determinations applicable to outstanding Awards in order to prevent dilution or
enlargement of Participants’ rights under the Plan.  Such adjustment shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive on all persons.  Except as
expressly provided herein, no issuance by the Company of shares of Stock of any
class, or securities convertible into shares of Stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number, type or price of Stock subject to a Restricted Stock Unit.


 


Article 4.


Restricted Stock Units


 


4.1          Participation
and Grant of Award. Subject to the terms and conditions of the Plan, a
grant of a Restricted Stock Unit under this Plan may be made by the Committee
to any Eligible Person.  In determining
the eligibility of an individual to be granted an Award, the Committee shall
take into account the position and responsibilities of the individual being
considered, the nature and value to the Company or its Subsidiaries of his or
her service and accomplishments, his or her present and potential contribution
to the success of the Company or its Subsidiaries, and such other factors as
the Committee may deem relevant.


 


4.2          Grants
and Agreement.  Each grant of a
Restricted Stock Unit under this Plan shall be evidenced by a written Award
Agreement dated as of the date of the grant and executed by the Company and the
Participant.  The rights of a grantee in
and to an Award shall become effective only upon execution and delivery by the
Company of the Award Agreement.  Such
Award Agreement shall set forth the terms and conditions of such Award, as may
be determined by the Committee consistent with this Plan and need not be the
same in all cases.  As soon as
practicable after a determination is made by the Committee to grant an Award to
an Eligible Person, the appropriate officer or officers of the Company shall
give notice (written or oral) to such effect to each such Eligible Person,
which notice shall be accompanied by a copy or copies of the Award Agreement to
be executed by such Eligible Person and the Company.  If the Plan and an Award Agreement are
inconsistent, the provisions of the Award Agreement will control the terms of
the Award.  Such terms and conditions of
the Plan are incorporated into and made part of the Award Agreement by reference.  Interpretations of the Plan and the Award
Agreement by the Committee are binding on the Participant and the Company.


 


4.3          Transferability.
Except as specifically provided by a duly executed Award Agreement or unless
approved by the Committee, an Award granted hereunder or the rights thereunder
may not be sold, sold, transferred, assigned, pledged, hypothecated, encumbered
or otherwise disposed of (whether voluntarily, involuntarily or by operation of
law, including, without limitation, the laws of bankruptcy, intestacy, descent
and 


 

















 


distribution
and succession) or be subject to execution, attachment or similar process;
provided, however, that the Committee may approve a transfer of a Restricted
Stock Unit relating to a beneficiary designation or may provide for a transfer
by will or the laws of descent and distribution.  Upon any attempt to so sell, transfer,
assign, pledge, hypothecate, encumber or otherwise dispose of any Award, such
Award and all rights thereunder shall immediately become null and void.


 


4.4          Vesting.  The
Award
Agreement shall specify the date or dates on which the Restricted Stock
Units subject to such Award Agreement shall vest and the date or dates on which
the Participant may receive a distribution related to such Award.


 


4.5          Other
Restrictions. The Committee shall impose such other restrictions on any
Restricted Stock Units granted pursuant to the Plan as it may deem advisable,
including, but not limited to, attainment of performance goals.


 


4.6          Distribution
of Account. 
Payment of each Restricted Stock Unit will be made in cash pursuant to
the terms of the Award Agreement.


 


Article 5.


Plan Accounts; Unfunded Plan


 


5.1          Accounts.  The Company shall establish on
its books a plan account for each Participant, and the Restricted Stock Units
awarded under an Award Agreement shall be credited to his plan account in
accordance with the terms of the Award Agreement.


 


5.2          Unfunded
Plan. 
The Company’s obligations under this Plan and any Award Agreement shall
not be funded or secured in any manner or at any time (including in connection
with the change of the financial health of the Company), and no person or
entity shall be required or permitted to establish any special or separate fund
or to make any other segregation of funds or assets to insure the payment of
any Awards as to the claims of general creditors of the Company.  Assets may not be set aside for the payment
of any Awards in a trust or other arrangement that is located outside the
United States.


 


Article 6.


Forfeiture


 


6.1          Termination
of Employment or Service Other Than Due to Death, Disability or Change in
Control. Except as otherwise provided in the terms of the applicable Award
Agreement, if the employment or service of a Participant shall terminate for
any reason other than death, Disability or Change in Control, which provide for
immediate vesting, all non-vested Restricted Stock Unit Awards shall be
automatically forfeited.


 

















 


Article 7.


Beneficiary Designation


 


7.1          Beneficiary
Designation.  Each
Participant under the Plan may, from time to time, name any Beneficiary or
Beneficiaries (who may be named contingently or successively and who may
include a trustee under a will or living trust) to whom any benefit under the
Plan is to be paid in case of his death before he receives any or all of such
benefit. Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Participant in writing or electronically with
the Committee during his lifetime. In the absence of any such designation or if
all designated Beneficiaries predecease the Participant, benefits remaining
unpaid at the Participant’s death shall be paid to the Participant’s estate.


 


Article 8.


Rights of Participants


 


8.1          Employment
or Service. Nothing in the Plan or any Award shall interfere with or limit
in any way the right of the Company or any of its Subsidiaries to terminate any
Participant’s employment or service at any time, nor confer upon any
Participant any right to continue in the employ or to so serve the Company or
any of its Subsidiaries.


 


8.2          Participation.
No Eligible Person shall have a right to be selected as a Participant, or,
having been so selected, to be selected again as a Participant.


 


8.3          No
Implied Rights. Neither the establishment of the Plan nor any amendment
thereof shall be construed as giving any Participant, Beneficiary, or any other
person any legal or equitable right unless such right shall be specifically
provided for in the Plan or Award or conferred by specific action of the
Committee in accordance with the terms and provisions of the Plan. Except as
expressly provided in this Plan or Award, neither the Company nor any of its
Subsidiaries shall be required or be liable to make any payment under the Plan.


 


8.4          No
Right to Company Assets. Neither the Participant nor any other person shall
acquire, by reason of the Plan, any right in or title to any assets, funds or
property of the Company or any of its Subsidiaries whatsoever including,
without limiting the generality of the foregoing, any specific funds, assets,
or other property which the Company or any of its Subsidiaries, in its sole
discretion, may set aside in anticipation of a liability hereunder. Any
benefits which become payable hereunder shall be paid from the general assets
of the Company or the applicable Subsidiary. The Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
asset of the Company or any of its Subsidiaries. Nothing contained in the Plan
constitutes a guarantee by the Company or any of its Subsidiaries that the
assets of the Company or the applicable Subsidiary shall be sufficient to pay
any benefit to any person.


 

















 


8.5          Other
Restrictions, Limitations and Clawback. The Committee may specify in an
Award Agreement that the Participant’s rights, payments, and benefits with
respect to an Award shall be subject to reduction, cancellation, forfeiture, or
recoupment upon the occurrence of certain specified events, in addition to any
otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, (a) termination of employment
for cause, (b) fraudulent, illegal or misconduct, (c) violation of
any Company and/or Subsidiary code of ethics, conflict of interest, insider
trading or similar policy or code of conduct applicable to Participant, (d) breach
of any noncompetition, nonsolicitation, confidentiality, or other restrictive
covenant that may apply to the Participant, or (e) other conduct by the Participant
that is detrimental to the business or reputation of the Company and/or its
Subsidiaries. If the Company is required to prepare an accounting restatement
due to the material noncompliance of the Company, as a result of misconduct,
with any financial reporting requirement under the securities laws, if the
Participant knowingly or grossly negligently engaged in the misconduct, or
knowingly or grossly negligently failed to prevent the misconduct, or if the
Participant is one of the individuals subject to automatic forfeiture under Section 304
of the Sarbanes-Oxley Act of 2002 (and not otherwise exempted), the Participant
shall reimburse the Company the amount of any payment in settlement of an Award
earned or accrued during the twelve (12) month period following the first
public issuance or filing with the United States Securities and Exchange
Commission (whichever just occurred) of the financial document embodying such
financial reporting requirement.


 


Article 9.


Change in Control and Other Corporate Events


 


9.1          Change
in Control. Unless otherwise provided in a Award Agreement, upon the
occurrence of a Change in Control, the Committee may in its sole and absolute
discretion, provide on a case by case basis that some or all outstanding Awards
may automatically vest without regard to any limitation imposed pursuant to
this Plan.


 


9.2          Change
in Status of Subsidiary. Unless otherwise provided in a Award Agreement or
otherwise determined by the Committee, in the event that an entity which was
previously a Subsidiary is no longer a Subsidiary, as determined by the
Committee in its sole discretion, the Committee may, in its sole and absolute
discretion (i) provide on a case by case basis that some or all
outstanding Awards held by a Participant employed by or performing service for
such entity may become immediately vested, without regard to any limitation
imposed pursuant to this Plan and/or (ii) treat the employment or other
services of a Participant employed by such entity as terminated if such
Participant is not employed by the Company or any Subsidiary immediately after
such event.


 

















 


Article 10.


Amendment, Modification, and Termination


 


10.1       Amendment,
Modification and Termination of Plan. The Board of Directors may at any
time terminate or suspend, and may at any time and from time to time and in any
respect amend or modify, this Plan or any portion thereof, and may amend or
modify the Plan from time to time in such respects as the Board may deem
advisable in order that any Awards thereunder shall conform to any change in
applicable laws or regulations or in any other respect the Board may deem to be
in the best interests of the Company.


 


10.2       Amendment
or Modification of Awards. The Committee may amend or modify any
outstanding Awards in any manner to the extent that the Committee would have
had the authority under the Plan initially to make such Award as so modified or
amended, including without limitation, to change the date or dates as of which
Awards vest to remove the restrictions on Awards, or to modify the manner in
which Awards are determined and paid. The Committee may make adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events affecting the Company or the financial statements
of the Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent unintended dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan.
The determination of the Committee as to the foregoing adjustments, if any,
shall be conclusive and binding on Participants under the Plan.


 


10.3       Effect
on Outstanding Awards. No such amendment, modification or termination of
the Plan, or amendment or modification of an Award, shall materially adversely
alter or impair any outstanding Awards without the consent of the Participant
affected thereby.


 


Article 11.


Miscellaneous Provisions


 


11.1       Applicable Law. To the
extent that state law shall not have been preempted by any laws of the United
States, this Plan shall be construed, regulated, interpreted and administered
according to the laws of the State of Texas, without regard to conflicts of law
principles.


 


11.2       Expenses. The cost of benefit payments from this Plan and the expenses of
administering this Plan shall be borne by the Company; provided, however, that
except as otherwise specifically provided in this Plan or the applicable Award
Agreement between the Company and a Participant, the Company shall not be
obligated to pay any costs or expenses (including legal fees) incurred by any
Participant in connection with any Award Agreement or this Plan.


 

















 


11.3       Gender
and Number. Unless the context clearly
requires otherwise, the masculine pronoun whenever used shall include the
feminine and neuter pronoun, the singular shall include the plural, and vice
versa.


 


11.4       Headings
Not Part Of Plan. Headings of Articles and
Sections are inserted for convenience and reference; they constitute no part of
this Plan.


 


11.5       Indemnification. No member of the Board of Directors or the Committee shall be liable
for any action or determination taken or made in good faith with respect to
this Plan nor shall any member of the Board of Directors or the Committee be
liable for any Award Agreement issued pursuant to this Plan or any grants under
it. Without limiting any other rights to indemnification, each member of the
Board of Directors and of the Committee shall be indemnified by the Company
against any losses incurred in such administration of this Plan to the fullest
extent permitted by the Texas Business Organizations Code, as amended.


 


11.6       Limitation
of Rights. 
Neither the adoption and maintenance of this Plan or Award Agreement nor
anything contained herein, shall with respect to any Participant, be deemed to
limit the right of the Company or any Subsidiary to discharge or discipline any
such person, or otherwise terminate or modify the terms of his employment, or
create any contract or other right or interest under this Plan other than as
specifically provided in this Plan and a Award Agreement.


 


11.7       Arbitration.  The parties further agree that any and all
controversies between the Participant and the Company shall be settled by
arbitration in accordance with any agreement or policy providing for
arbitration of disputes to which the Participant is subject and that is then in
effect for or with the Company or any of its subsidiaries.


 


11.8       Non-Assignability. Except as otherwise set forth herein, a Participant’s interest under
this Plan shall not be subject at any time or in any manner to alienation,
sale, transfer, assignment, pledge, attachment, garnishment or encumbrance of
any kind and any attempt to deliver, sell, transfer, assign, pledge, attach,
garnish or otherwise encumber such interest shall be null and void and any
interest so encumbered will terminate.


 


11.9       Other
Compensation Plans. The adoption of this Plan shall
not affect any other existing or future incentive or compensation plans for
directors, officers or employees of the Company or its Subsidiaries. Moreover,
the adoption of this Plan shall not preclude the Company or its Subsidiaries
from:


 


(a)           Establishing any other forms of incentive or other
compensation for officers, employees, consultants or advisors or directors of
the Company or its Subsidiaries; or


 

















 


(b)           Assuming any forms of incentives or other compensation of
any person or entity in connection with the acquisition or the business or
assets, in whole or in part, of any person or entity.


 


11.10     Plan Binding on Successors. This Plan shall be binding upon the
successors and assigns of the Company.  This Plan, and all
obligations of the Company under the Plan, with respect to Awards granted
hereunder, shall be binding on any successor and assigns of the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation or otherwise, of all or substantially all of
the business and/or assets of the Company.


 


11.11     Non-Contravention
of Laws. Notwithstanding anything to the
contrary expressed in this Plan, any provisions hereof that vary from or
conflict with any applicable Federal or state laws (including any regulations
promulgated thereunder) shall be deemed to be modified to conform to and comply
with such laws.


 


Article 12.


Effective Date


 


12.1       Effective
Date. This Plan shall become
effective upon its adoption by the Board of Directors of the Company (the “Effective
Date”).