EXHIBIT 10.15
FORM OF SECOND AMENDMENT TO AMENDED AND RESTATED
SEVERANCE AGREEMENT
(NON-EMPLOYEE DIRECTOR)
THIS SECOND AMENDMENT TO AMENDED AND RESTATED SEVERANCE AGREEMENT
("Amendment") is dated as of July ____, 2001 between FRANKLIN BANK, NATIONAL
ASSOCIATION ("Franklin") and _______________________ (the "Director").
WHEREAS, Franklin and Director, a non-employee member of the Board of
Directors of Franklin, entered into that certain Amended and Restated Severance
Agreement made as of the 21st day of November, 1995 as amended by an Amendment
to Amended and Restated Severance Agreement dated May ___, 2001 and effective as
of July 18, 2000 (as amended, the "Severance Agreement") pursuant to which the
Director is entitled to certain severance benefits if, within three (3) years of
a "Change in Control" (as defined in the Severance Agreement) of Franklin, the
Director is no longer a director of Franklin due to reasons enumerated in
Section 3A of the Severance Agreement;
WHEREAS, Franklin believes the current structure of the Severance
Agreement may have the unintended effect of compelling directors who are
entitled to resign for Good Reason, to resign because they would otherwise risk
forfeiture of their severance benefits if they die or suffer a Disability while
continuing to serve as directors;
WHEREAS, Franklin believes it is in the best interests of Franklin and
its shareholders to encourage directors who are entitled to resign for Good
Reason to continue as directors following a Change in Control so that Franklin
can continue to receive the benefit of their stewardship, experience and
knowledge.
WHEREAS, the parties hereto wish to amend the Severance Agreement to
provide that if the Director continues to serve as a director as aforesaid, he
should be entitled to collect the severance benefits provided in the Severance
Agreement upon his death or Disability if, at such time, he would have been
entitled to resign for Good Reason and such resignation would have occurred
within three (3) years of a Change in Control.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto hereby agree to amend the Severance
Agreement as follows:
1. The following new Section 3I is hereby added to the Severance
Agreement:
"I. Death or Disability. Notwithstanding anything to
the contrary in this Agreement (including, but not limited to,
the first parenthetical in Sections 3A and 4 and Sections 3B
and 3C), if at the time of Director's death or Disability, the
Director would have been entitled to resign as a director of
Franklin for Good Reason, then such Director shall
automatically be deemed to have resigned for Good Reason as a
director of Franklin as of the date of death or Disability and
if such resignation occurs upon or within three (3) years
following a Change in Control, the Director shall receive the
benefits provided in Section 4 below."
2. Ratification. Except as specifically modified herein, the
Severance Agreement remains in full force and effect in all respects and remains
binding upon both Franklin and the Director.
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3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
FRANKLIN BANK, NATIONAL ASSOCIATION
By:
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Name: Xxxxx Xxxxx
Its: President
DIRECTOR
By:
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Name:
