Franklin Bank Corp Sample Contracts

RECITALS
Severance Agreement • February 13th, 2004 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas
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SUBLEASE
Franklin Bank Corp • October 14th, 2003 • Savings institutions, not federally chartered
EXHIBIT 1.1 FRANKLIN BANK CORP. SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • December 15th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • New York
WITNESSETH:
Agreement and Plan of Merger • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware
December 15, 2003
Stock Option Agreement • December 15th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered

We refer to the Stock Option Agreement, dated as of November 4, 2002 (the "Stock Option Agreement"), by and between Franklin Bank Corp. ("Franklin") and Ranieri & Co., Inc. ("Ranieri & Co"), and the Consulting Agreement, dated as of November 4, 2002 (the "Consulting Agreement"), by and between Franklin and Ranieri & Co.

FRANKLIN BANK CORP. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 28th, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware

This Restricted Stock Agreement (“Agreement”), entered into on the ____ day of ___________, 2006 (the “Effective Date”), which is the date on which the Grant described below was approved by the Compensation Committee (the “Committee”) of the Board of Directors of Franklin Bank Corp., is between Franklin Bank Corp., a Delaware corporation (the “Company”), and ____________________ (the “Participant”).

LEASE AGREEMENT FRAYDUN REALTY CO., a New York Limited Partnership, Landlord to FRANKLIN BANK, S.S.B., a Texas state savings bank Tenant
Lease Agreement • May 10th, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of the 26th day of August, 2005, by and between FRAYDUN REALTY CO., a New York Limited Partnership (hereinafter called “Landlord”) and FRANKLIN BANK, S.S.B., a Texas state savings bank (hereinafter called “Tenant” whether one or more).

FRANKLIN BANK CORP. NONQUALIFIED STOCK OPTION AGREEMENT (2004 Long-Term Incentive Plan)
Nonqualified Stock Option Agreement • May 13th, 2005 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware

This NonQualified Stock Option Agreement (“Option Agreement”) is between Franklin Bank Corp., a Delaware corporation (the “Company”), and (the “Participant”).

FRANKLIN BANK CORP. INCENTIVE STOCK OPTION AGREEMENT (2004 Long-Term Incentive Plan)
Incentive Stock Option Agreement • May 13th, 2005 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware

This Incentive Stock Option Agreement (“Option Agreement”) is between Franklin Bank Corp., a Delaware corporation (the “Company”), and (the “Participant”).

FRANKLIN BANK CORP. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 15th, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware

This Restricted Stock Agreement (“Agreement”), entered into on the ____ day of ___________, 2006 (the “Effective Date”), which is the date on which the Grant described below was approved by the Compensation Committee (the “Committee”) of the Board of Directors of Franklin Bank Corp., is between Franklin Bank Corp., a Delaware corporation (the “Company”), and ____________________, (the “Employee”).

EXHIBIT 10.12 December 23, 2003 Mr. Russell McCann 9800 Richmond Avenue Suite 680 Houston, Texas 77042 Dear Russell: This letter shall serve as a conditional offer of employment to you by Franklin Bank S.S.B ("Franklin") and Franklin Bank Corp. This...
Franklin Bank Corp • February 13th, 2004 • Savings institutions, not federally chartered

This letter shall serve as a conditional offer of employment to you by Franklin Bank S.S.B ("Franklin") and Franklin Bank Corp. This offer is conditional upon the happening of the initial public offering of Franklin Bank Corp (the "IPO"). Thus, if you accept this offer and the IPO occurs, this letter agreement will take effect and supersede the prior letter agreement between you and by Franklin setting forth certain terms of your employment. If the IPO does not occur, this letter will be null and void and of no force and effect.

PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • June 23rd, 2005 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

THIS PURCHASE AND ASSUMPTION AGREEMENT (“Agreement”), dated this 20th day of June, 2005, is by and among Washington Mutual Bank , a federal savings bank (“Seller”), Franklin Bank, S.S.B., a Texas state savings bank (“Purchaser”) and WM Financial Services, Inc., a Washington corporation (“WMFS”) (with respect to Sections 1.11, 1.12, 5.11 and 9.02 only).

AGREEMENT AND PLAN OF MERGER by and among FRANKLIN BANK CORP., FRANKLIN BANK, S.S.B. and ELGIN BANK OF TEXAS Dated as of January 26, 2005
Agreement and Plan of Merger • January 28th, 2005 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

This Agreement and Plan of Merger (“Agreement”) dated as of January 26, 2005 is by and among Franklin Bank Corp., a Delaware corporation (“FBC”), Franklin Bank, S.S.B., a Texas state savings bank (“Franklin Bank”), and Elgin Bank of Texas, a Texas state bank (the “Bank”).

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FRANKLIN BANK CORP., ISSUER AND THE BANK OF NEW YORK TRUST COMPANY, N.A., TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of April 18, 2007 Supplementing that Certain INDENTURE Dated as of April 9, 2007 4% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027
And • April 18th, 2007 • Franklin Bank Corp • Savings institutions, not federally chartered

This First Supplemental Indenture, dated as of April 18, 2007 (the “Supplemental Indenture”), between Franklin Bank Corp., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 9800 Richmond Avenue, Suite 680, Houston, Texas 77042 (herein called the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as Trustee hereunder (herein called the “Trustee”), supplementing that certain Indenture, dated as of April 9, 2007, between the Company and the Trustee (the “Indenture”).

Franklin Bank Corp. 4% Contingent Convertible Senior Notes due 2027 UNDERWRITING AGREEMENT
Underwriting Agreement • April 18th, 2007 • Franklin Bank Corp • Savings institutions, not federally chartered • New York

summary of matters of United States federal income tax law, fairly and accurately summarize such matters in all material respects.

AGREEMENT between Fiserv Solutions, Inc. 255 Fiserv Drive Brookfield, WI 53045-5815 and Franklin Bank,SSB 9800 Richmond Ste.680 Houston, Texas 77042 Date: 7/1/2006
Agreement • March 14th, 2007 • Franklin Bank Corp • Savings institutions, not federally chartered

AGREEMENT dated as of July 1, 2006 (“Agreement”) between Fiserv Solutions, Inc., a Wisconsin corporation (“Fiserv”), and Franklin Bank,SSB, a State Savings Bank (“Client”).

FRANKLIN BANK CORP. INCENTIVE STOCK OPTION AGREEMENT (2002 Stock Option Plan)
Incentive Stock Option Agreement • May 13th, 2005 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware

This Incentive Stock Option Agreement (“Option Agreement”) is between Franklin Bank Corp., a Delaware corporation (the “Company”), and (the “Optionee”).

SEVERANCE AGREEMENT
Severance Agreement • September 5th, 2008 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

THIS SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of August 31, 2008 by and among FRANKLIN BANK CORP., a Delaware corporation (the “Company”), FRANKLIN BANK, S.S.B., a Texas savings bank and wholly-owned subsidiary of the Company (the “Bank”) and DANIEL E. COOPER (“Executive”). The Company, the Bank and Executive are each a “Party” and collectively, the “Parties.”

FORM OF STOCK PURCHASE AGREEMENT
Form of Stock Purchase Agreement • June 26th, 2007 • Franklin Bank Corp • Savings institutions, not federally chartered

This agreement is dated June ___, 2007 between the investor signatory hereto (“Purchaser”), and Franklin Bank Corp. (“Company”), whereby the parties agree as follows:

AGREEMENT AND PLAN OF REORGANIZATION by and among FRANKLIN BANK CORP., FRANLIN INTERIM BANK, S.S.B., (to be formed) THE FIRST NATIONAL BANK OF ATHENS and THE GINGER MURCHISON FOUNDATION Dated as of December 20, 2004
Agreement and Plan of Reorganization • December 23rd, 2004 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

This Voting Agreement dated as of December 20, 2004 (this “Agreement”), is made and entered into by and between Franklin Bank Corp., a Delaware corporation (“FBC”) and (“Shareholder”), as a shareholder of The First National Bank of Athens, a national banking association (the “Bank”).

AGREEMENT between FISERV SOLUTIONS, INC. 5718 Westheimer, Suite 200 Houston, Texas 77057 and FRANKLIN BANK, SSB 9800 Richmond, Suite 680 Houston, TX 77042 Date: January 1, 2006
Agreement • May 10th, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered

AGREEMENT dated effective as of January 1, 2006 (“Agreement”) between FISERV SOLUTIONS, INC., a Wisconsin corporation (“Fiserv”) and a wholly-owned subsidiary of FISERV, INC., and FRANKLIN BANK, a State Savings Bank (“Client”) for Data Account Processing Services.

AGREEMENT AND PLAN OF MERGER by and among FRANKLIN BANK CORP., FBC ACQUISITION, LLC, and CEDAR CREEK BANCSHARES, INC. Dated as of September 3, 2004
Agreement and Plan of Merger • September 10th, 2004 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

This Agreement and Plan of Merger (“Agreement”) dated as of September 3, 2004 is by and among Franklin Bank Corp., a Delaware corporation (“FBC”), FBC Acquisition, LLC, a Texas limited liability company (“Merger Subsidiary”), and Cedar Creek Bancshares Inc., a Texas corporation (“Cedar Creek”).

RETIREMENT AGREEMENT
Incentive Stock Option Agreement • August 6th, 2008 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas

THIS RETIREMENT AGREEMENT (the “Agreement”) is made and entered into as of July 31, 2008 by and among FRANKLIN BANK CORP., a Delaware corporation (the “Company”), FRANKLIN BANK, S.S.B., a Texas savings bank and wholly-owned subsidiary of the Company (the “Bank”) and ANTHONY J. NOCELLA (“Executive”). The Company, the Bank and Executive are each a “Party” and collectively, the “Parties.”

EXHIBIT 10.9 December 23, 2003 Mr. Anthony J. Nocella 9800 Richmond Avenue Suite 680 Houston, Texas 77042 Dear Tony: This letter shall serve as a conditional offer of employment to you by Franklin Bank S.S.B ("Franklin") and Franklin Bank Corp. This...
Franklin Bank Corp • February 13th, 2004 • Savings institutions, not federally chartered

This letter shall serve as a conditional offer of employment to you by Franklin Bank S.S.B ("Franklin") and Franklin Bank Corp. This offer is conditional upon the happening of the initial public offering of Franklin Bank Corp (the "IPO"). Thus, if you accept this offer and the IPO occurs, this letter agreement will take effect and supersede the prior letter agreement between you and by Franklin setting forth certain terms of your employment. If the IPO does not occur, this letter will be null and void and of no force and effect.

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