Conditional Employment Offer Letter Agreement between Franklin Bank, S.S.B. and Michael T. Davitt

Summary

Franklin Bank, S.S.B. offers Michael T. Davitt the position of Managing Director of Commercial Lending with a $100,000 annual salary, eligibility for a $50,000 target bonus, 30,000 stock options, and specific annual allowances. If terminated without cause, he receives six months' severance pay, or eighteen months' pay in restricted stock if termination follows a change of control. The offer is conditional, subject to company policies and board approval, and does not guarantee employment for any set period. Employment is at-will until a formal agreement is signed.

EX-10.11 13 h07920a1exv10w11.txt LETTER AGREEMENT - MICHAEL DAVITT EXHIBIT 10.11 BK2 INC. 2500 City West Boulevard, Suite 300, Telephone: 713 ###-###-#### Houston, Texas 77042 Facsimile: 713 ###-###-#### Mr. Michael T. Davitt 11714 Empress Oaks Court Houston, TX 77082 Dear Mr. Davitt: This letter shall serve as a conditional offer of employment to you by Franklin Bank, S.S.B. ("Franklin"). The above referenced offer is as follows: Position: Managing Director of Commercial Lending - --------- Salary & Bonus: Your salary will be $100,000 per annum and you will participate in Franklin's - --------------- bonus program with a target of $50,000. Stock Options: You will receive 30,000 options for shares of BK2 Inc. having an exercise price - -------------- of $12.00 per such share, in accordance with BK2 Inc.'s stock option plan, as approved by the Board of Directors of BK2 Inc. Expenses: You will receive annual allowance(s) as follows: auto - $6,000 and club - --------- dues - $3,000. Severance: Generally, you will receive a severance of six (6) months' pay, if terminated - ---------- without cause. However, in the event of a change of control of Franklin (which shall include a public offering), you will receive eighteen (18) months' pay (which shall be based on your then current annualized salary including the highest bonus received by you in the previous three (3) years) in restricted stock as (i) severance pay if you are terminated without cause as a result of the change of control, or (ii) an incentive to stay with Franklin after the change of control.

Please note that at no point in time will this letter or the offer that it memorializes, serve as or be construed to grant you, a guarantee of employment for any period of time. You will be at all times an employee at will. Only upon the execution of a definitive employment agreement will your employment status change. Please also note that the offer, and the above particulars, are subject to Franklin's policies, any Franklin Board of Directors' resolution or directive regarding the same and the approval of Franklin's Board of Directors. Please confirm your acceptance of this offer of employment by signing this letter where indicated and returning the executed original to our offices. Should you have any questions about this offer of employment or the company, please call the company at the above phone number. Very truly yours, By: /s/ Anthony J. Nocella ------------------------------ Name: Anthony J. Nocella Title: President ACCEPTED: /s/ Michael Davitt Date: 4/24/02 -----------------------