December 23, 2003
Mr. Daniel Cooper
9800 Richmond Avenue
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.
The above referenced offer is as follows:
Position: Managing Director - Mortgage Banking
Salary & Bonus: Your current salary is $150,000 per annum and you will
participate in Franklin's bonus program with a 2004 target
Restricted Stock: In connection with the IPO, you will receive shares of
restricted stock of Franklin Bank Corp.
as set forth in a
separate restricted stock award agreement
Expenses: You will receive annual allowances as follows: auto --
$8,000, and club dues $5,000.
Severance: Generally, you will receive a severance of six months'
salary continuation, if terminated by Franklin without cause
prior to a change of control. However, after a change of
control, you will be provided with severance and other
benefits under a change of control employment agreement in
accordance with the terms of that agreement, which is
Please note that at no point in time will this letter or the offer that it
memorializes, serve as or be construed to grant you, a guarantee of employment
for any period of time. You will be at all times an employee at will.
Please also note that this offer, and the above particulars, are subject to
Franklin's policies, any Franklin Bank Corp.
Board of Directors' resolution or
directive regarding the same and the approval of Franklin Bank Corp.
's Board of
Please confirm your acceptance of this offer of employment by signing this
letter where indicated and returning the executed original to our offices.
Should you have any questions about this offer of employment or the company,
please call the company at the above phone number.
Very truly yours,
Name: Anthony J. Nocella
Title: Chief Executive Officer
_____________________________________ Date: _____________________