EXHIBIT 10.18
AMENDMENT TO SEVERANCE AGREEMENT
WAIVER AND RELEASE OF SEVERANCE BENEFITS UPON
CHANGE IN CONTROL
UNDER THE CIRCUMSTANCES DESCRIBED HEREIN
THIS AMENDMENT TO SEVERANCE AGREEMENT ("Amendment") is dated as of
November 10, 2003, between FRANKLIN BANK, NATIONAL ASSOCIATION ("Franklin") and
Xxxxx X. Xxxxxxx (the "Officer").
WHEREAS, Franklin and Officer, an officer of Franklin, entered into that
certain Severance Agreement made as of the 16th day of June 2003 (the "Franklin
Officer Severance Agreement"), pursuant to which the Officer is entitled to
certain severance benefits if, within three (3) years of a "Change in Control"
of Franklin (as defined in the Severance Agreement), the Officer is no longer an
officer of Franklin due to reasons enumerated in Section 3A of the Severance
Agreement; and
WHEREAS, Franklin has entered into an Agreement and Plan of Merger
("Merger Agreement") with First Place Financial Corp. ("First Place"), dated as
of November 10, 2003; and
WHEREAS, Franklin and the Officer agree that it is in the interests of
Franklin and its shareholders to enter into a new severance agreement whereby
the terms of the Severance Agreement are replaced and superceded in their
entirety; and
WHEREAS, Franklin and the Officer wish to enter into a new severance
agreement, to take effect upon the dated defined in the Merger Agreement as the
Effective Time thereof ("Effective Time"), in a form substantially similar to
such severance agreements in place between First Place and its officers.
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 agree to the following:
1. Effective as of the Effective Time, the Franklin Officer Severance
Agreement shall terminate and the terms and the mutual and unilateral
obligations set forth therein shall terminate in their entirety.
2. Effective as of the Effective Time, the Officer hereby waives and
releases any and all right or claim he has or may have to exercise, demand, or
otherwise receive any compensation, including, but not limited to a cash payment
or series of cash payments, acceleration of vesting of any Franklin-provided
employee benefits, otherwise, provided pursuant to the Franklin Officer
Severance Agreement, as a result of the transactions contemplated by the Merger
Agreement.
3. Effective as of the Effective Time, and contemporaneous with the action
described in paragraph 1 above related to the termination of the Franklin
Officer Severance Agreement, a new severance agreement, substantially in the
form attached hereto, which is substantially identical to severance agreements
previously entered into between First Place and its officers, shall take effect
between First Place and the Officer.
4. This Amendment to Severance Agreement shall not take effect in the
event that the Merger Agreement does not take effect.
5. This Amendment to Severance Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which taken
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Severance
Agreement as of the date first written above.
FRANKLIN NATIONAL ASSOCIATION
By: [SIG]
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XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
