Ben Franklin Financial, Inc. Sample Contracts

BEN FRANKLIN FINANCIAL, INC. up to 486,828 Shares (subject to increase up to 559,852 shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 12, 2014
Agency Agreement • November 18th, 2014 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • New York
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September 11, 2014 Ben Franklin Financial, Inc. Arlington Heights, IL 60004 Attention: C. Steven Sjogren Chairman & Chief Executive Officer Ladies and Gentlemen:
Financial Advisory Agreement • September 12th, 2014 • Ben Franklin Financial, Inc. • New York

The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Ben Franklin Financial (“MHC”), Ben Franklin Financial, Inc. (“BFFI”) and Ben Franklin Bank of Illinois (the “Bank”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of BFFI’s common stock to be outstanding after giving effect to the Reorganization will be issued to a newly formed stock holding company (“NewCo” and, together with MHC, BFFI and the Bank, the “Company”) to be formed by BFFI, and that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the gener

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EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This Agreement (“Agreement”) by and between Ben Franklin Bank of Illinois, a federal savings bank (the “Bank”), with its principal office in Arlington Heights, Illinois, and Glen A. Miller (“Executive”) is entered into on this 1st day of January, 2016. Any reference to the Company shall refer to Ben Franklin Financial, Inc., the holding company of the Bank.

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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Stock Option Granted by BEN FRANKLIN FINANCIAL, INC. under the BEN FRANKLIN FINANCIAL, INC.
Non-Qualified Stock Option Award Agreement • January 26th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Ben Franklin Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present

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INCENTIVE STOCK OPTION AWARD AGREEMENT Stock Option Granted by BEN FRANKLIN FINANCIAL, INC. under the BEN FRANKLIN FINANCIAL, INC.
Incentive Stock Option Award Agreement • March 29th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Ben Franklin Financial, Inc. the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present

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KELLER & COMPANY, INC.
Conversion Appraisal Agreement • September 12th, 2014 • Ben Franklin Financial, Inc.

Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Ben Franklin Financial, Inc. (hereinafter referred to as “Ben Franklin Financial”), the stock holding company of Ben Franklin Bank of Illinois(“Ben Franklin”), relating to the second stage conversion (the “Conversion”) of Ben Franklin Financial, Inc., MHC. KELLER will provide a pro forma valuation of the market value of the shares of Ben Franklin Financial to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.

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Restricted Stock Award
Restricted Stock Award • March 29th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Ben Franklin Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requir

Sample 1
INCENTIVE STOCK OPTION AWARD AGREEMENT Stock Option Granted by BEN FRANKLIN FINANCIAL, INC. under the BEN FRANKLIN FINANCIAL, INC.
Incentive Stock Option Award Agreement • January 26th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Ben Franklin Financial, Inc. the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present

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EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This Agreement (“Agreement”) by and between Ben Franklin Bank of Illinois, a federal savings bank (the “Bank”), with its principal office in Arlington Heights, Illinois, and Joseph E. Shultz (“Executive”) is entered into on this 1st day of November, 2016. Any reference to the Company shall refer to Ben Franklin Financial, Inc., the holding company of the Bank.

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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Stock Option Granted by BEN FRANKLIN FINANCIAL, INC. under the BEN FRANKLIN FINANCIAL, INC.
Non-Qualified Stock Option Award Agreement • March 29th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Ben Franklin Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present

Sample 1
Restricted Stock Award Granted by BEN FRANKLIN FINANCIAL, INC. under the BEN FRANKLIN FINANCIAL, INC.
Restricted Stock Award • January 26th, 2017 • Ben Franklin Financial, Inc. • Savings institution, federally chartered • Illinois

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Ben Franklin Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requir

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