This Assignment and Assumption Agreement involves
Title: FIRST AMENDMENT TO RETENTION AGREEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS FIRST AMENDMENT TO RETENTION AGREEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Amendment ”) is made and entered into as of September 12, 2016, by and among Hilltop Holdings Inc. (“ Purchaser ”), on behalf of itself and all of its subsidiaries, PlainsCapital Corporation (formerly known as Meadow Corporation) (“ Company ”), and Alan B. White (“ Executive ”). Each initially capitalized term used, but not otherwise defined herein, shall have the meanings assigned to it in the Retention Agreement (hereinafter defined).
WHEREAS, Company, Purchaser and Executive are parties to that certain Retention Agreement, dated as of May 8, 2012 (the “ Retention Agreement ”);
WHEREAS, Company, Purchaser and Executive desire to amend the Retention Agreement to the extent provided in this Amendment; and
WHEREAS, Company desires to assign to Purchaser, and Purchaser desires to assume from Company, the Retention Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendment to the Retention Agreement . The Retention Agreement is hereby amended as follows:
A. Section 3(a) of the Retention Agreement is hereby deleted in its entirety and replaced with the following:
“(a) During the Employment Period, the Executive shall (i) serve as the (A) Co-Chief Executive Officer of the Purchaser, (B) Vice-Chairman of the Purchaser Board (hereinafter defined) and (C) Chairman of the Executive Committee of the Purchaser Board, with such authority, power, duties and responsibilities as are commensurate with the positions set forth in clause (A) and as are customarily exercised by a person holding such position in an organization of a similar size and nature and with respect to the positions set forth in clauses (B) and (C), with the authority, power, duties and responsibilities as may be assigned to the Executive by the Chairman of the Purchaser from time to time; (ii) report directly to the Board of Directors of the Purchaser (the “ Purchaser Board ”); and (iii) perform his duties at the Purchaser’s or the Company’s headquarters in Dallas, Texas. The Purchaser Board shall appoint the Executive to the positions specified above throughout the Employment Period.”
B. Section 4(b) of the Retention Agreement is hereby deleted in its entirety and replaced with the following:
“(b) Annual Bonus . With respect to each fiscal year of the Purchaser ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (the “ Annual Bonus ”) as determined by the Compensation Committee in its discretion and subject to the terms of the bonus plan applicable to the Executive. Notwithstanding the immediately