FRANKLIN BANK CORP.
RESTRICTED STOCK AGREEMENT
This Restricted
Stock Agreement (“Agreement”), entered into on the
day of
, 2005 (the “Effective Date”), which is the date on
which the Grant described below was approved by the Compensation
Committee (the “Committee”) of the Board of Directors
of Franklin Bank Corp., is between Franklin Bank Corp., a Delaware
corporation (the “Company”), and
, (the “Employee”).
WHEREAS, to carry
out the purposes of the Franklin Bank Corp. 2004 Long-Term
Incentive Plan (the “Plan”), shares of restricted
Common Stock (as defined below) are hereby granted to the Employee
in accordance with this Restricted Stock Agreement; and
WHEREAS, the
Company and Employee agree as follows:
1. Award
of Common Stock . The Company hereby grants (the
“Grant”) to Employee
shares (the “Shares”) of common stock, $0.01 par
value, of the Company (“Common Stock”), which shall be
subject to the restrictions on transferability set forth in Section
2(d) herein (the “Restrictions”) and to the other
provisions of this Agreement.
(a) For a
period of
(
) years commencing on the Effective Date (the “Restricted
Period”), the Shares shall be subject to the Restrictions and
any other restrictions as set forth herein. The Restrictions shall
expire as to all of the Shares on
, the
anniversary of the Effective Date. The Shares which are subject to
the Restrictions shall hereinafter be referred to as
“Restricted Shares.” The Shares which are no longer
subject to the Restrictions as set forth in paragraphs (f) or
(g) below shall hereinafter be referred to as
“Transferable Shares.”
(b) The
Company shall effect the issuance of the Shares out of authorized
but unissued shares of Common Stock or out of treasury shares of
Common Stock and shall also effect the issuance of a certificate or
certificates for the Shares. Each certificate issued for Restricted
Shares to the Employee shall be registered in Employee’s name
and shall be either deposited with the Secretary of the Company or
its designee in an escrow account or held by the Secretary of the
Company, at the election of the Company, together with stock powers
or other instruments of transfer appropriately endorsed in blank by
Employee (Employee hereby agreeing to execute such stock powers or
other instruments of transfer as requested by the Company). Such
certificate or certificates shall remain in such escrow account or
with the Secretary of the Company until the earlier to occur of
(i) the termination of the Restricted Period or (ii) the
expiration of the Restrictions as set forth in paragraphs
(f) or (g) below. Certificates representing the
Restricted Shares shall bear a legend in substantially the
following form:
THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF THE FRANKLIN BANK CORP. 2004 LONG-TERM
INCENTIVE PLAN AND AN AWARD AGREEMENT. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE AT THE OFFICES OF FRANKLIN BANK CORP., 9800
RICHMOND AVENUE, SUITE 680, HOUSTON, TEXAS 77042.
The Company may
place appropriate stop transfer instructions with respect to the
Restricted Shares with the transfer agent for the Common Stock.
Upon Restricted Shares becoming Transferable Shares, the Company
shall effect, in exchange for the legended certificates, the
issuance and delivery of a certificate or certificates for such
Shares to the Employee free of the legend set forth
above.
(c) The
Employee shall, during the Restricted Period, have all of the other
rights of a stockholder with respect to the Shares including, but
not limited to, the right to receive dividends, if any, as may be
declared on such Restricted Shares from time to time, and the right
to vote (in person or by proxy) such Restricted Shares at any
meeting of stockholders of the Company.
(d) The
Restricted Shares and the right to vote the Restricted Shares and
to receive dividends thereon, may not be sold, assigned,
transferred, exchanged, pledged, hypothecated, or otherwise
encumbered and no such sale, assignment, transfer, exchange,
pledge, hypothecation, or encumbrance, whether made or created by
voluntary act of Employee or any agent of Employee or by operation
of law, shall be recognized by, or be binding upon, or shall in any
manner affect the rights of, the Company or any agent or any
custodian holding certificates for the Restricted Shares during the
Restricted Period, unless the Restrictions have then expired
pursuant to the provisions of paragraphs (f) or
(g) below. This provision shall not prohibit Employee from
granting revocable proxies in customary form to vote the
Shares.
(e) If the
status of employment (hereinafter referred to as
“employment”) of Employee with the Company or its
Affiliates (as defined in Section 6 herein) shall terminate,
prior to the expiration of the Restricted Period for any reason
other than the death, Disability, or Normal Retirement of Employee,
or upon the occurrence of a Change of Control (which events are
governed by Sections 2(f) or 2(g) hereof), then, in that event, any
Restricted Shares outstanding shall thereupon be forfeited by
Employee to the Company, without payment of any consideration or
further consideration by the Company, and neither the Employee not
any successors, heirs, assigns or legal representatives of Employee
shall thereafter have any further rights or interest in the
Restricted Shares or certificates therefor, and Employee’s
name shall thereupon be deleted from the list of the
Company’s stockholders with respect to the Restricted
Shares.
(f) If the
employment of Employee with the Company or its Affiliates shall
terminate by reason of death, Disability or Normal Retirement, any
Restrictions on the Restricted Shares shall be deemed to have
expired as to the Restricted Shares as of the date of any such
occurrence, and the Restric
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