RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.16

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of this 1^st day of March, 2015, between AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company (the “Company”), and «fullname» (the “Recipient”).

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, «RSUwords» («RSUnumbers») restricted stock units (“Restricted Stock Units”) shall be issued to the Recipient as hereinafter provided subject to certain restrictions thereon. The Recipient hereby: (i) accepts the Restricted Stock Units, subject to the terms and conditions of this Agreement; and (ii) acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Stock Units 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.         Vesting and Settlement.

(a)         Vesting by Required Service. Provided that the Recipient serves continuously in the employment of the Company until such date, the Restricted Stock Units shall become vested (then, “Vested RSUs”) in accordance with following schedule (“Required Service”):

(b)        Vesting by Retirement, Death or Disability. Notwithstanding anything to the contrary in Section 2(a), if Recipient has served continuously in the employment of the Company until such date, any Restricted Stock Units which had not previously vested shall become vested on the first to occur of Retirement, Death or Disability, each as defined below:

Page 1 of 6

(c)        Beneficiary upon Death. Notwithstanding anything to the contrary contained in any will or testament previously or in the future executed by Recipient, Recipient hereby designates the person listed in Section 11 below as the beneficiary of any Restricted Stock Units vesting upon Recipient’s Death.

Such beneficiary designation may be revoked or modified by written notice of Recipient to the Company. If all of the beneficiary blanks below are not completed, Recipient’s estate will be the beneficiary in the event of Recipient’s death.

Any references to “Recipient” herein shall in the event of Recipient’s death mean the beneficiary as provided in this Section 2(c).

(d)        Settlement of Vested RSUs.

Page 2 of 6

(e)        Clawback Provision. The incentive compensation award pursuant to which the Restricted Stock Units are granted contains a “clawback” provision. Under the terms of such “clawback” provision, any incentive based compensation paid pursuant to such award is subject to recovery if paid within the 3-year period preceding the date on which the Company is required to prepare an accounting restatement due to an Inaccurate Financial Statement, as defined in such award. Accordingly, notwithstanding any other provisions of this Agreement, if the Company is entitled to recovery, whether full or partial, under any of Recipient’s incentive compensation awards when the Restricted Stock Units vest, the Company may refuse to settle all or such portion of such Vested RSUs and instead retain the cash value from such unsettled RSUs to the extent necessary to satisfy any “clawback” recovery from Recipient.

3.        Restrictions on and Limitations of Restricted Stock Units.

(a)        Restrictions on Transfer. Except for Restricted Stock Units which transfer to Recipient’s beneficiary upon Recipient’s death, the Restricted Stock Units, whether or not vested, may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of.

(b)        Forfeiture of Restricted Stock Units. In the event the Recipient’s employment with the Company terminates for any reason, other than Retirement, Death or Disability, the Recipient shall, for no consideration, forfeit all Restricted Stock Units which were not vested on such date.

Page 3 of 6

(c)        Rights Associated With Units. Unless and until settled pursuant to this Agreement, the Restricted Stock Units do not confer any dividend rights, voting rights or any other rights as a shareholder of the Company. The Restricted Stock Units shall be evidenced only by the books of the Company, and no certificate shall be issued in respect thereof.

(d)        Corporate Acts. The existence of the Restricted Stock Units 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 3(a) hereof shall not apply to the transfer of Restricted Stock Units 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 restrictions and provisions applicable to the original Restricted Stock Units for all purposes of this Agreement.

4.        Securities Regulation. The Shares may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.

5.        Employment Relationship. For purposes of this Agreement, the Recipient shall be considered to be in the employment of the Company as long as the Recipient remains an employee of 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 and if made in accordance with any form, content and timing requirements provided herein. In the case of the Recipient, such notices or communications shall be effectively delivered if hand delivered to the Recipient at his principal place of employment or if sent by registered or certified mail to the Recipient 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.

Page 4 of 6

8.        Plan Summary & Prospectus. The Recipient acknowledges receipt of a Plan Summary & Prospectus. The Recipient agrees that the Company shall have the right, from time to time, to revise and amend the Plan Summary & Prospectus in the Company’s sole and absolute discretion.

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 Recipient.

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

[signatures on next page]

Page 5 of 6

11.        Beneficiary Designation. The following person is hereby designated as “beneficiary” pursuant to Section 2(c) above:

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

Page 6 of 6