Form of Phantom Share Agreement


 Exhibit 10.6 
 STERLING BANCSHARES, INC. 
 PHANTOM SHARE AGREEMENT 
 THIS PHANTOM SHARE AGREEMENT (this “Agreement”) is made as of
                     , 200     (the “Grant Date”), between Sterling Bancshares, Inc., a Texas
corporation (the “Company”), and                                  (the
“Employee”). 
 1. Grant of Phantom Shares. As of the Grant Date, the Company hereby grants to the Employee
             Phantom Shares pursuant to the Company’s 2003 Stock Incentive and Compensation Plan (the “Plan”). The Phantom Shares do not include rights with respect to
voting or dividends or distributions made with respect to shares of the Company’s stock. 
 2. Vesting. Except as provided
in Paragraph 3 below, the Phantom Shares will vest as follows: 
  

			
	 Anniversary of the Grant
Date
	 	 Vested Percentage

	[                                ]	 	[        ]%
	[                                ]	 	[        ]%
	[                                ]	 	[        ]%

 3. Events Occurring Prior to Vesting. 
 (a) Death or Disability. If the employment of the Employee with the Company terminates as a result of the Employee’s death or
a disability that entitles the Employee to disability benefits under the Company’s long-term disability plan, the Phantom Shares shall become 100% vested upon such termination. 
 (b) Other Terminations. If the employment of the Employee with the Company is terminated for any reason other than as provided in
(a) above (including if the Employee’s employer ceases to be an Affiliate of the Company), all Phantom Shares then held by the Employee shall be forfeited immediately without payment upon such termination. 
 (c) Change of Control. Notwithstanding any other provision hereof, the Phantom Shares shall become 100% vested upon the occurrence
of a Change of Control. 
 For purposes of this Paragraph 3, “employment with the Company” shall include being an Employee or a
Director of, or a Consultant to, the Company or an Affiliate. However, if the Award is subject to Section 409A of the Code, whether there has been a termination of employment with the Company will be determined in accordance with the
regulations issued under Section 409A. 






 4. Payment of Vested Phantom Shares. On each vesting date, the Company shall pay the
Employee with respect to each Phantom Share that becomes vested on such date a share of common stock of the Company. 
 5. Withholding
of Tax and Tax Elections. To the extent that the receipt of the Phantom Shares or the vesting of a Phantom Share results in compensation income to the Employee, the Employee shall deliver to the Company at the time of such receipt or
vesting, as the case may be, such amount of money as the Company may require to meet its tax withholding obligation under applicable laws or make such other arrangements to satisfy such withholding obligation as the Company, in its sole discretion,
may approve. In addition, the Company may withhold shares of stock of the Company (valued at their fair market value on the date of withholding of such shares) otherwise to be issued upon vesting to satisfy its withholding obligations. 

6. Limitations Upon Transfer. All rights of the Employee under this Agreement belong to the Employee and may not be transferred,
assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order”, and shall not be subject to
execution, attachment, or similar process. 
 7. 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 the Employee 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. 
 8. Amendment. This Agreement may not be modified in any respect by any verbal statement, representation or
agreement made by the Employee or by any employee, officer, or representative of the Company or by any written agreement unless signed by the Employee and by an officer of the Company who is expressly authorized by the Company to execute such
document. 
 9. 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. 
 10. Controlling Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas. 
 11. Conflicts. In the event of any conflict between this
Agreement and the Plan, the Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise. 
 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 effective as of the Grant Date. 
  

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 Please execute this Agreement by signing and returning all pages to Mike Berry in the Human Resources
Department. Please make a copy of this Agreement for your records. 
  

			
	 STERLING BANCSHARES, INC

		
	 By:
	 	  
		 	 Wanda Dalton
 SVP, Director of Human Resources



  

	
	 EMPLOYEE

	
	   
	



	

  
  
  

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