RECITALSSeverance Agreement • February 13th, 2004 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas
EXHIBIT 1.1 FRANKLIN BANK CORP. SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • New York
AGREEMENT betweenService Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered
EXHIBIT 10.7 FRANKLIN BANK CORP. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement"), entered into as of _______________ is between Franklin Bank Corp., a Delaware corporation (the "Company"), and _______________, (the...Restricted Stock Agreement • November 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas
EXHIBIT 10.3 STOCK OPTION AGREEMENT This Stock Option Agreement dated as of November 4, 2002 (the "Agreement"), is by and between Franklin Bank Corp., a Delaware corporation (the "Company"), and Ranieri & Co., Inc., a Delaware corporation ("Grantee")....Stock Option Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware
SUBLEASESublease • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered
EXHIBIT 10.13 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November 4, 2002, by and between FRANKLIN BANK CORP., a Delaware corporation (the "Company"), and FRIEDMAN, BILLINGS,...Registration Rights Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Virginia
EXHIBIT 10.16 COMMERCIAL LEASE AGREEMENT FRANKLIN BANK, SSB 3724 JEFFERSON STREET SUITE 114 AND HISTORIC ANNEX AUSTIN, TEXAS 78731 COMMERCIAL LEASE AGREEMENT Effective Date: July 27, 2001 Landlord: A.S.C. Management, Inc. Tenant: Franklin Bank, SSB...Commercial Lease Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered
December 15, 2003Stock 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.
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...Employment Agreement • February 13th, 2004 • Franklin Bank Corp • 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.
WITNESSETH:Merger Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware
FRANKLIN BANK CORP. RESTRICTED STOCK AGREEMENTRestricted 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 TenantLease 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 AGREEMENTRestricted 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 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") by and between Franklin Bank Corp., a Delaware corporation (the "Company"), and Ranieri & Co., Inc., a Delaware corporation (the "Consultant"), is dated as of the 4th day of...Consulting Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware
PURCHASE AND ASSUMPTION AGREEMENTPurchase 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, 2005Merger Agreement • 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”).
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 2027First Supplemental Indenture • 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 AGREEMENTUnderwriting 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: 7/1/2006Service 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 AGREEMENTSeverance 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 AGREEMENTStock 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, 2004Agreement 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, 2006Data Account Processing Services 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, 2004Merger Agreement • 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 AGREEMENTRetirement 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.”
AGREEMENT AND PLAN OF REORGANIZATION by and among FRANKLIN BANK CORP., FBC INTERIM BANK, S.S.B., (to be formed) and THE FIRST NATIONAL BANK OF BRYAN Dated as of December 1, 2006Agreement and Plan of Reorganization • December 7th, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered • Texas
This Agreement and Plan of Reorganization (“Agreement”) dated as of December 1, 2006 is by and among Franklin Bank Corp., a Delaware corporation (“FBC”), FBC Interim Bank, S.S.B., an interim Texas state savings bank to be formed (“Interim Bank”), and The First National Bank of Bryan, a national banking association (the “Bank”).
EXHIBIT 10.5 FRANKLIN BANK CORP. CLASS B STOCKHOLDERS AGREEMENT This Franklin Bank Corp. Class B Stockholders Agreement (the "Agreement") is made and entered into by and among Franklin Bank Corp., formerly BK2 Inc., a Delaware corporation (the...Class B Stockholders Agreement • October 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware
EXHIBIT 10.6 CHANGE OF CONTROL AGREEMENT CHANGE OF CONTROL AGREEMENT, dated as of the ____ day of ___________, 2003 (this "Agreement"), by and between Franklin Bank Corp., a Delaware corporation, (the "Company"), and ______________ (the "Executive")....Change of Control Agreement • November 14th, 2003 • Franklin Bank Corp • Savings institutions, not federally chartered • Delaware
3,000,000 Shares1 Franklin Bank Corp. Series A Non-Cumulative Perpetual Preferred Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 4th, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered • New York
Franklin Bank Corp., a Delaware corporation (the “Company”), proposes to sell to you, as underwriter (the “Underwriter”), an aggregate of 3,000,000 shares (the “Firm Shares”) of the Company’s Series A Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”), having the terms described in the Prospectus (as hereinafter defined). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 450,000 additional shares of the Company’s Preferred Stock (the “Option Shares”) as set forth below.
FRANKLIN BANK CORP. NONQUALIFIED STOCK OPTION AGREEMENT (2002 Stock Option 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 “Optionee”).
REGISTRATION RIGHTS AGREEMENT JOINDER AGREEMENTRegistration Rights Agreement • May 3rd, 2006 • Franklin Bank Corp • Savings institutions, not federally chartered
THIS REGISTRATION RIGHTS AGREEMENT JOINDER AGREEMENT (this “Agreement”) is entered into, as of [___], by and among Franklin Bank Corp. (the “Company”), and [___] (the “New Holder”).
