southsideformof2022perfo






SOUTHSIDE BANCSHARES, INC.    PERFORMANCE-BASED RESTRICTED STOCK UNIT   AWARD AGREEMENT    Non-transferable    G R A N T   T O    _________________  (“Grantee”)    by Southside Bancshares, Inc. (the “Company”) of restricted stock units (the “Stock Units”) representing the right to earn, on a one-for-one  basis, shares of the Company’s common stock (“Shares”), pursuant to and subject to the provisions of the Southside Bancshares, Inc. 2017  Incentive Plan (the “Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).      The target number of Shares subject to this award is _____ (the “Target Award”).  Depending on the Company’s Return on Average Tangible  Common Equity (ROATCE) ranking relative to the Company’s ROATCE Peer Group (as such terms are defined in Section 1 of this  Agreement) for the three fiscal-year period beginning ____________ and ending __________ (the “Performance Period”), and Grantee’s  continued employment with the Company or its Affiliates through the Vesting Date (as defined below), Grantee may earn and vest in between  0% and 150% of the Target Award, subject to the terms and conditions of this Agreement and as set forth on Exhibit A.    By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Agreement and the Plan.    IN WITNESS WHEREOF, Southside Bancshares, Inc., acting by and through its duly authorized officers, has caused this Agreement to be  executed as of the grant date indicated below (the “Grant Date”).        SOUTHSIDE BANCSHARES, INC.      By: _______________    Its:  Authorized Officer          Grant Date: _____________     





 






TERMS AND CONDITIONS    1. Defined Terms.  Capitalized terms used herein and not otherwise  defined shall have the meanings assigned to such terms in the Plan.  In  addition, and notwithstanding any contrary definition in the Plan, for  purposes of this Agreement:  (a) “Conversion Date” is defined in Section 3 of this Agreement.  (b) “Retirement” means Grantee’s voluntary termination of  employment with the Company or an Affiliate after attaining age  65 with at least five years of service with the Company or its  Affiliates (including predecessor companies acquired by the  Company or its Affiliates).  (c) “Return on Average Tangible Common Equity” or “ROATCE”  means return on average tangible common equity (or comparable  measure), calculated as net income divided by average tangible  common equity during the period. Net income equals net income  adjusted for after tax amortization of intangibles and goodwill  impairment. Average tangible common equity equals average  common equity during the period less average goodwill and other  intangible assets during the period.   The Compensation Committee may, in its good faith discretion,  adjust the ROATCE for any year in the Performance Period with  respect to the Company or any Peer Group Company to eliminate  the effects of the following: (a) gains or losses on the sale of  available for sale securities, (b) changes in law (including federal  and state tax laws) or accounting principles, and (c) costs or  expenses associated with any merger or acquisition affecting  such company or any of its subsidiaries.  (d) “ROATCE Peer Group” is the KBW Nasdaq Regional Bank  Index (NASDAQ:KRX).  (e) “Vesting Date” is defined in Section 2(d) of this Agreement.          2. Earning and Vesting of Stock Units.      (a) Stock Units Earned During Performance Period.  The Stock Units  have been credited to a bookkeeping account on behalf of  Grantee and do not represent actual Shares of common stock.   The Stock Units represent the right to earn and vest in between  0% and 150% of the Target Award, payable in Shares of common  stock, depending on (i) the Company’s Return on Average  Tangible Common Equity (ROATCE) ranking relative to the  Company’s ROATCE Peer Group for Performance Period in  accordance with Exhibit A, and (ii) either (A) Grantee’s  continued employment with the Company or its Affiliates  through the third anniversary of the Grant Date or (B) Grantee’s  Retirement prior to such date.  As soon as practical following the  Performance Period, the Compensation Committee (the  “Committee”) shall determine and certify (i) the Company’s  Return on Average Tangible Common Equity (ROATCE)  ranking relative to the Company’s ROATCE Peer Group during  the Performance Period, and (ii) the number of Stock Units that  were earned based on such measure, provided, that in the event  of Grantee’s Retirement, the number of Stock Units earned shall  be prorated by multiplying the result by a fraction, the numerator  of which is the number of whole months elapsed between the  Grant Date and Grantee’s Retirement, and the denominator of  which is 36.    (b) Stock Units Earned Upon Certain Employment Terminations.  In  the event that, prior to the third anniversary of the Grant Date, (i)  Grantee’s employment is terminated due to death or Disability,  or (ii) Grantee’s employment is terminated without Cause or  Grantee resigns for Good Reason, in either case within two years  after the effective date of a Change in Control in which the Stock  Units are assumed by the surviving entity or otherwise equitably  converted or substituted, Grantee shall be deemed to have earned  a pro rata number of Stock Units as of the date of termination  based upon (A) an assumed achievement of 100% of the Target  Award, if the date of termination occurs during the first half of  the Performance Period, or (B) the Company’s actual Return on  Average Tangible Common Equity (ROATCE) ranking relative  





 






    to the Company’s ROATCE Peer Group (measured as of the date  of termination of employment), if the date of termination occurs  during the second half of the Performance Period, and, in either  such case, the result shall be multiplied by a fraction, the  numerator of which is the number of whole months elapsed  between the Grant Date and the termination of employment, and  the denominator of which is 36.    (c) Stock Units Earned Upon Change in Control.  In the event of a  Change in Control during the Performance Period in which the  Stock Units are not assumed by the surviving entity or otherwise  equitably converted or substituted, Grantee shall be deemed to  have earned a pro rata number of Stock Units as of the Change in  Control based upon (A) an assumed achievement of 100% of the  Target Award, if the Change in Control occurs during the first  half of the Performance Period, or (B) the Company’s actual  Return on Average Tangible Common Equity (ROATCE)  ranking relative to the Company’s ROATCE Peer Group  (measured as of the Change in Control), if the Change in Control  occurs during the second half of the Performance Period, and, in  either such case, the result shall be multiplied by a fraction, the  numerator of which is the number of whole months elapsed  between the Grant Date and the Change in Control, and the  denominator of which is 36.    (d) Vesting of Stock Units.  Any Stock Units that are earned pursuant  to Section 2(a), 2(b) or 2(c) above shall vest and become non- forfeitable on the earliest to occur of the following (the “Vesting  Date”):    (i) the third anniversary of the Grant Date, subject to (i)  Grantee’s continued employment with the Company, its  Affiliates, and/or its Subsidiaries through such date or (ii)  Grantee’s Retirement prior to such date;    (ii) the termination of Grantee’s employment under  circumstances described in Section 2(b) above; or    (iii) the occurrence of a Change in Control in which the Stock  Units are not assumed by the surviving entity or otherwise  equitably converted or substituted as described in Section  2(c) above, provided Grantee has continued in the  employment of the Company, its Affiliates, and/or its  Subsidiaries through the date of the Change in Control.    Any Stock Units that are not earned during the Performance Period in  accordance with the terms of this Agreement will be forfeited to the  Company without further consideration or any act or action by Grantee.   If Grantee’s employment with the Company or an Affiliate or Subsidiary  terminates prior to the Vesting Date for any reason other than due to  Grantee’s Retirement or as described in Section 2(b) above, Grantee shall  forfeit all right, title and interest in and to the earned Stock Units as of the  date of such termination and the Stock Units will be forfeited to the  Company without further consideration or any act or action by Grantee.      3.  Conversion to Common Stock.  Unless the Stock Units are forfeited  prior to the Vesting Date as provided in section 2 above, the Stock Units  will be converted to actual Shares of common stock as soon as practicable  after the Vesting Date, but no later than 45 days following the Vesting  Date (the “Conversion Date”).  Stock certificates evidencing the  conversion of Stock Units into Shares of common stock will be registered  on the books of the Company in Grantee’s name (or in street name to  Grantee’s brokerage account) as of the Conversion Date and delivered to  Grantee, in certificated or uncertificated form, as soon as practical  thereafter.      4.  Dividend Equivalents.  If and when dividends or other distributions  are paid with respect to the common stock while the Stock Units are  outstanding, the dollar amount or fair market value of such dividends or  distributions with respect to the number of shares of common stock then  underlying the Stock Units shall be converted into additional restricted  stock units in Grantee’s name, based on the Fair Market Value of the  Stock as of the date such dividends or distributions were payable, and  such additional stock units shall be subject to the same forfeiture and  transfer restrictions and deferral terms as apply to the Units with respect  to which they relate.  





 






      5. Restrictions on Transfer and Pledge.  No right or interest of Grantee  in the Stock Units may be pledged, encumbered, or hypothecated or be  made subject to any lien, obligation, or liability of Grantee to any other  party other than the Company or an Affiliate or Subsidiary.  Except as  provided in the Plan, the Stock Units may not be sold, assigned,  transferred or otherwise disposed of by Grantee other than by will or the  laws of descent and distribution.  The designation of a beneficiary shall  not constitute a transfer.    6. Limitation of Rights.  The Stock Units do not confer to Grantee or  Grantee’s beneficiary, executors or administrators any rights of a  shareholder of the Company unless and until Shares are in fact registered  to or on behalf of such person in connection with the Stock Units.  Grantee  shall not have voting or any other rights as a shareholder of the Company  with respect to the Stock Units.  Upon conversion of the Stock Units into  Shares, Grantee will obtain full voting and other rights as a shareholder  of the Company.      7. Continuation of Employment.  Nothing in this Agreement shall  interfere with or limit in any way the right of the Company or any Affiliate  or Subsidiary to terminate Grantee’s employment at any time, nor confer  upon Grantee any right to continue in employment of the Company or any  Affiliate or Subsidiary.    8. Payment of Taxes.  The Company or any Affiliate or Subsidiary  employing Grantee has the authority and the right to deduct or withhold,  or require Grantee to remit to the employer, an amount sufficient to satisfy  federal, state, and local taxes (including Grantee’s FICA obligation)  required by law to be withheld with respect to any taxable event arising  as a result of the Stock Units.  With respect to withholding required upon  any taxable event arising as a result of the Stock Units, the employer shall  satisfy the tax withholding requirement by withholding Shares having a  Fair Market Value on the date of withholding equal to the amount  required to be withheld in accordance with applicable tax requirements.   The obligations of the Company under this Agreement will be conditional  on such payment or arrangements, and the Company, and, where  applicable, its Affiliates or Subsidiaries will, to the extent permitted by  law, have the right to deduct any such taxes from any payment of any  kind otherwise due to Grantee.    9. Restrictions on Issuance of Shares.  The granting of Stock Units  shall be subject to all applicable laws, rules, and regulations, and to such  approvals by any governmental agencies or national securities exchanges  as may be required.  If at any time the Committee or the Board shall  determine in its discretion, that registration, listing or qualification of the  Shares underlying the Stock Units upon any securities exchange or  similar self-regulatory organization or under any foreign, federal, or local  law or practice, or the consent or approval of any governmental regulatory  body, is necessary or desirable as a condition to the settlement of the  Stock Units, the Stock Units will not be converted to Shares in whole or  in part unless and until such registration, listing, qualification, consent or  approval shall have been effected or obtained free of any conditions not  acceptable to the Committee or the Board.     10. Plan Controls.  This Agreement and Grantee’s rights hereunder are  subject to all the terms and conditions of the Plan, as the same may be  amended from time to time, as well as to such rules and regulations as the  Committee may adopt for administration of the Plan.  It is expressly  understood that the Committee is authorized to interpret and administer  the Plan and this Agreement, and to make all decisions and  determinations as it may deem necessary or advisable for the  administration thereof, all of which shall be final and binding upon  Grantee and the Company.  In the event of any actual or alleged conflict  between the provisions of the Plan and the provisions of this Agreement,  the provisions of the Plan shall be controlling and determinative.    11. Relationship to Other Benefits.  The Stock Units shall not affect the  calculation of benefits under any other compensation plan or program of  the Company, except to the extent specifically provided in such other plan  or program.    12. Amendment.  Subject to the terms of the Plan, this Agreement may  be modified or amended by the Committee; provided that no such  amendment shall materially and adversely affect the rights of Grantee  hereunder without the consent of Grantee.  Notwithstanding the foregoing,  





 






    Grantee hereby expressly agrees to any amendment to the Plan and this  Agreement to the extent necessary to comply with applicable law or  changes to applicable law (including, but not limited to, Code Section  409A) and related regulations or other guidance and federal securities  laws.  13. Successor.  All obligations of the Company under the Plan and this  Agreement, with respect to the Stock Units, shall be binding on any  successor to 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.  14. Severability.  The provisions of this Agreement are severable and if  any one or more provisions is determined to be illegal or otherwise  unenforceable, in whole or in part, the remaining provisions shall  nevertheless be binding and enforceable.  15. Compensation Recoupment Policy. This award shall be subject to  any compensation recoupment policy of the Company that is applicable  by its terms to Grantee and to awards of this type.    





 






EXHIBIT A    Earning of Stock Units    The Stock Units will be earned, in whole or in part, based on the Company’s Return on Average Tangible Common Equity (ROATCE) ranking  relative to the Company’s ROATCE Peer Group for Performance Period, based on the following table:     Company ROATCE Performance / Funding Scale   Company ROATCE Percentile Ranking  Relative to ROATCE Peer Group  Percentage of   Target Award Earned *  Below 25% 0%  25% 50%  40% 80%  50% 100%  60% 120%  75% or greater 150%      * Payouts between performance levels will be determined based on straight line interpolation.    If the common stock of any company in the ROATCE Peer Group at the beginning of the Performance Period ceases to be publicly traded at any  time during the Performance Period by reason of a merger, acquisition, spin-off, going-private transaction or other similar corporate transaction, or  in the event of a public announcement during the Performance of any such transaction that has not closed by the end of the Performance Period, such  company shall be disregarded and deleted from the ROATCE Peer Group for the entire Performance Period.      If the common stock of any company in the ROATCE Peer Group at the beginning of the Performance Period ceases to be publicly traded at any  time during the Performance Period by reason of exchange delisting, bankruptcy, liquidation or dissolution of the company, such company shall  remain in the ROATCE Peer Group for the entire Performance Period, but shall be deemed to have a negative ROATCE equal to -100%.