EXHIBIT 10.17
March 19, 2002
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Bank, N. A.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Employment of ▇▇▇▇▇ ▇▇▇▇▇ as President and CEO
Dear ▇▇▇▇▇:
This Letter is intended to summarize the agreements reached between the
Compensation Committee (Messrs. ▇▇▇▇▇▇, Pick and Glass) and ▇▇▇▇▇ ▇▇▇▇▇ as of
November 29, 2001 and March 19, 2002 in connection with the continued employment
of ▇▇▇▇▇ ▇▇▇▇▇ as the President and CEO of Franklin Bank. It is envisioned that
the terms summarized herein will be incorporated into such agreements or
amendments of existing agreements as is necessary to implement the terms set
forth herein.
1. POSITION AND DUTIES. President and CEO of Franklin Bank with
full power vested in such offices as set forth in the Bank's
Bylaws or as directed from time to time by the Board of
Directors.
2. TERM OF EMPLOYMENT. One year.
3. BASE SALARY. $225,000 effective January 1, 2002.
4. BONUS POTENTIAL AND PERFORMANCE. ▇▇▇▇▇ is entitled to earn a
bonus for 2002 in accordance with the formula described per
the attached "2002 Executive Team Bonus Program", appended
hereto (the "Performance Factor") and based on an amount equal
to 65% of the base salary amount (the "Bonus Potential
Amount").
5. HEALTH CLUB MEMBERSHIP. Payment of health club membership
effective January 1, 2002. Such payment shall not exceed
$150.00 per month.
6. PERKS. Same as current perks existing as of this date (i.e.,
health, dental, life and disability insurance; prescription
drugs; vacation and sick days, etc.
This letter will serve as your employment contract outlining the
provisions contained therein.
Very truly yours,
FRANKLIN BANK, N. A.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of
Compensation Committee
WEM:jkm
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2002 EXECUTIVE TEAM BONUS PROGRAM
- Bonus for top 4 executives based solely on Fully Diluted EPS
- Use Fully Diluted EPS as our scorecard
- Below $1.88 Fully Diluted EPS - No payout
- At or above $2.26 - Maximum payout
- Adjustment for buyback of stock with addition to earning equal to
dollars used for buyback times lowest rate at which we invest
funds (eg. Fed. Fund rate)
- Core Earnings used and defined as stated after tax earnings
without after tax effect of gains or losses on sale of securities
and severance or merger expenses. Only gains that are the result
of a sale of OREO properties would be included in core earnings
- Fully Diluted Shares is the stated number of Fully Diluted Shares
computed for GAAP and used for reporting purposes in the Bank's
annual report and 10-Q's
- ALLL reserve amount and ratio to outstanding loans equal to amount
Board deems appropriate, not including year end "window dressing"
adjustments
TARGETED FULLY BONUS POOL
DILUTED EPS PERCENTAGE
-------------------------- ------------------------
$2.26 or more 150.0%
$2.18 or more 137.5%
$2.11 or more 125.0%
$2.05 or more 112.5%
$1.99 or more 100.0%
$1.94 or more 75.0%
$1.88 or more 50.0%
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