Exhibit








Exhibit 10.1




RETIREMENT TRANSITION AND AWARD AGREEMENT
    
This Retirement Transition and Award Agreement (“Agreement”) is entered into by and between Texas Capital Bancshares, Inc. (“TCBI”), which is the holding company of Texas Capital Bank, N.A. (“TCB”) (TCBI and TCB collectively, the “Company”), and Peter Bartholow (“Executive”).  The Company and Executive are referred to herein individually as a “Party” and collectively as the “Parties.”  


WHEREAS, Executive has been employed by the Company as Chief Financial Officer of TCBI and Chief Operating Officer of TCB and TCBI;


WHEREAS, Executive and the Company entered into the Amended and Restated Executive Employment Agreement dated December 18, 2014 (“Employment Agreement”), a copy of which is attached hereto as Exhibit A and which, except for the Surviving Provisions set forth below, shall terminate as of December 31, 2017 (the “Separation Date”);


WHEREAS, Executive and the Company entered into (i) that certain Performance Award Agreement under the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan dated March 22, 2017 with respect to 5,862 restricted stock units (2,931 of which are subject to performance-based vesting and 2,931 of which are subject to time-based vesting) (the “2017 RSUs”); (ii) that certain Performance Award Agreement under the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan dated September 28, 2016 with respect to 11,312 restricted stock units (5,656 of which are subject to performance-based vesting and 5,656 of which are subject to time-based vesting) (the “2016 RSUs”); and (iii) that certain Performance Award Agreement under the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan dated June 1, 2015 with respect to 8,084 restricted stock units (4,042 of which are subject to performance-based vesting and 4,042 of which are subject to time-based vesting) (collectively, “Performance Award Agreements,” with all restricted stock units subject to performance-based vesting collectively referred to herein as “Performance RSUs” and all restricted stock units subject to time-based vesting collectively referred to herein as “Time-Based RSUs”);


WHEREAS, Executive believes it is appropriate to transition his position as Chief Financial Officer of TCBI to his successor effective June 30, 2017, relinquish his positions as Chief Operating Officer of TCBI and TCB as of the Separation Date, and to retire from employment with the Company effective as of the Separation Date;


WHEREAS, the Parties desire to set forth the Executive’s separation benefits and obligations and to finally, fully and completely resolve all matters arising from or during Executive’s employment, any benefits, bonuses and compensation connected with such employment and all other matters that the Parties may have for any reason; and 


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


1.    End of Executive’s Employment.  Executive agrees that during the period commencing on the Effective Date (defined in Section 18 below) and ending on the Separation Date, Executive shall assist with the transition of Executive’s current duties and responsibilities.  Executive agrees to voluntarily resign from his position as Chief Financial Officer of TCBI effective June 30, 2017, and, effective on the Separation Date, voluntarily resign from his positions as Chief Operating Officer of TCBI and TCB and as a member 











of any board of directors of the Company (or any of its affiliates or subsidiaries) on which Executive was serving immediately prior to the Separation Date. Executive’s employment with the Company shall terminate on the Separation Date.  The Company shall continue to employ Executive until the Separation Date, and his salary and all benefits will remain unchanged until such date.   Executive agrees that his services shall be available to the Company as needed through the Separation Date and will be subject to the same standards of conduct and performance applicable to all officers and managers of the Company.  All of Executive’s positions with the Company and its affiliates, including all officer positions, shall terminate effective as of the Separation Date.  Executive shall execute all documents and take such further steps as may be required to effectuate such termination(s).  Executive shall not perform any work, and shall not make any representations or execute any documents, or take any other actions, on behalf of the Company as of the Separation Date.  Notwithstanding the foregoing, Executive agrees to cooperate fully and provide assistance, at the request of the Company, in the orderly transitioning of Executive’s duties and responsibilities to such other persons as the Company shall designate and agrees to thoroughly and diligently perform those duties and actions which are necessary or appropriate to cause such orderly transition.  Executive acknowledges and agrees that Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1 other than the compensation and benefits provided for in this Agreement.  Executive agrees that this Agreement fully supersedes any and all prior agreements relating to Executive’s employment with the Company, except for the Surviving Provisions.
2.    Consideration.  
(a)Prior to the Separation Date, Executive shall continue to receive his base salary and other benefits in accordance with the terms of the Employment Agreement, including an annual cash incentive bonus with respect to 2017 (subject to achievement of any established performance metrics applicable to the named executive officer bonuses for 2017) to be paid at the time bonuses are paid to the Company’s then named executive officers; provided, however, Executive shall not continue to be eligible to receive annual equity incentive grants in 2018 with respect to the fiscal year ending December 31, 2017.
(b)Provided that Executive complies with this Agreement and the Surviving Provisions and does not revoke this Agreement under Section 18, and executes the attached Exhibit B on (but not before) the Separation Date or within seven (7) days following the Separation Date and does not revoke it, in consideration of Executive’s execution of this Agreement and promises herein, including, without limitation, the release of claims against the Company, the Company shall pay Executive the following:
(i)A cash payment equal to (A) eighteen (18) months of Executive’s base salary as in effect on the Separation Date, plus (B) a cash payment equal to $510,000, payable in equal semi-monthly installments for a period of eighteen (18) months (the “Severance Period”) in accordance with the Company’s regular payroll practices, (collectively, the amounts in clauses (A) and (B) are referred to herein as the “Cash Severance Payments”), beginning on the first payroll date coinciding with or next following the date that is sixty (60) days after the Separation Date, provided that, (1) as required for compliance with Section 409A of the Code (as described in Section 2(f) below), the first six (6) months of such payments shall be delayed until the earlier of (x) July 1, 2018 (which is the first day of the seventh month following the Separation Date); or (y) the date of Executive’s death following the Separation Date, and after the delay in (x) or (y), any installments that would have been made during such period shall be paid to Executive or Executive’s beneficiary in one lump sum on the Company’s first payroll date that is on or after July 1, 2018 (together with accrued interest thereon in accordance with Section 2(f)) and (2) the remaining installments shall be paid in accordance with the Company’s regular payroll practices beginning with the Company’s first payroll period after July 1, 2018 for the remainder of the Severance Period;











(ii)Continued medical insurance benefits, at the Company’s expense, for the Severance Period, subject to Executive’s timely election of continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended;
(iii)Continued vesting of the Performance RSUs and any other performance-based awards granted to Executive prior to the Separation Date pursuant to the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan, as amended (the “LTIP”) that remain outstanding as of the Separation Date as if Executive had remained actively employed during the entire performance period applicable to each such award, subject to achievement of the applicable performance conditions. The Company agrees to provide Executive with written notice of the achievement of applicable performance metrics and targets and the vesting payment calculations with respect to a specific award at the same time (or as soon as administratively practicable after) the Company notifies its named executive officers of such achievement and calculations;
(iv)During the Severance Period, the Time-Based RSUs and any time-based awards granted to Executive prior to the Separation Date pursuant to the LTIP that do not otherwise vest on the Separation Date in accordance with their terms shall continue to vest, and shall be paid to Executive, at the same time and subject to the same terms as would have applied if Executive had remained employed during the entire vesting period that applies to each such award; provided, however, that the value of any Time-Based RSUs shall be determined using the average closing price of the Company’s common stock for the twenty (20) consecutive trading days immediately prior to May 26, 2017 and all Time-Based RSUs shall be converted into the right to receive payment solely in cash (and not in shares) on the applicable payment date for each such award; 
(v)Prior to or on the Separation Date, the Company shall grant Executive a cash bonus opportunity with an aggregate threshold amount equal to $435,000  (the “Cash Award”), subject to the terms and conditions of a written bonus agreement that includes, without limitation, (A) payment  of $217,500 of the Cash Award in cash on June 30, 2020; and (B) the remaining 50% of the Cash Award converted into 2,848 cash-settled, restricted stock units of the Company’s common stock, subject to vesting based on the same performance metrics and provisions contained in the 2017 RSUs (including similar terms regarding vesting upon death and disability, and payment of any vested performance units in cash on June 30, 2020; and (C) restrictive covenants that continue in full force and effect for the entire vesting period of the award; and
(vi)On or within 30 days of the Separation Date, the Company will pay Executive a one-time lump sum payment of $20,000 for Executive’s use in paying his out-of-pocket legal fees and reasonable expenses incurred by Executive in connection with the preparation and negotiation of this Agreement and paying any expenses Executive incurs after the Separation Date for any office and administrative expenses.   
The Company shall have no obligation to pay the amounts or provide the benefits described in this Section 2(b) unless Executive executes and does not revoke this Agreement and Exhibit B.  All amounts payable pursuant to this Section 2(b) shall be subject to applicable taxes and withholdings.  The amounts payable pursuant to this Section 2(b) shall not be treated as compensation under the Company’s 401(k) Plan or any other retirement plan.  Executive acknowledges and agrees that Executive is not otherwise entitled to the amounts and benefits set forth in this Section 2(b).  
(c)In the event Executive fails to timely execute this Agreement, or revokes this Agreement in accordance with Section 18 below, Executive will only receive his base salary through his Separation Date, 











any accrued but unused paid time off, and unreimbursed business expenses in accordance with the Company’s policies.


(d)Other than the compensation and payments provided for in this Agreement, Executive shall not be entitled to any additional compensation, bonuses, payments, grants, options or benefits under any agreement or any benefit plan, long term incentive plan, short term incentive plan, severance plan or bonus or incentive program established by the Company.  


(e)Notwithstanding anything to the contrary contained herein, and except as otherwise provided by Section 2(f) and Section 8 and subject to and conditioned upon, the execution and delivery by Executive of the Release:


(i)In the event Executive’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or due to Executive’s permanent Disability prior to the Separation Date; Executive shall be entitled to receive the Cash Severance Payments at the times and in the forms set forth in Section 2(b)(i) above.  For purposes of this Section 2(e), “Disability” means that Executive is incapacitated due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company in its reasonable discretion.
(ii)In the event Executive’s employment with the Company is terminated due to his death prior to the date that all Cash Severance Payments have been paid to Executive pursuant to Section 2(b)(i) above, any unpaid Cash Severance Payments shall be paid to Executive’s estate on the date that is thirty (30) days after the date of Executive’s death.
(iii)In the event a Change in Control (as defined in the LTIP) occurs after the Separation Date and prior to the date that all Cash Severance Payments have been paid to Executive pursuant to Section 2(b)(i) above, any unpaid Cash Severance Payments shall be paid to Executive on the first payroll date that is on or after the later of (i) the effective date of the Change in Control or (ii) the sixtieth (60th) day following the date of termination. 


(f)    To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code;  (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) July 1, 2018 (which is the first day of the seventh month following the Separation Date); or (y) the date of Executive’s death following such separation from service.  During any period that payment or payments to Executive are deferred pursuant to this Section 2(f), Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company.  Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 2(f) (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum on the Company’s first payroll date that is on or after July 1, 2018. 













3.    Mutual Release.  
(a)    By Executive. In consideration of the promises of the Company provided herein, including, without limitation, the Cash Award, and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Executive acknowledges, Executive, on Executive’s own behalf and on behalf of Executive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Executive Releasing Parties”) hereby fully and forever waives, releases, extinguishes and discharges the Company and all of its affiliates, subsidiaries and each of their respective past, present and future parents, owners, officers, directors, shareholders, members, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of the Executive Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive.  Such released Claims include, without limitation, all Claims arising from or relating to Executive’s employment with the Company or the termination of that employment relationship or any circumstances related thereto, the Employment Agreement, or any other matter, cause or thing whatsoever, including without limitation all Claims arising at law or equity or sounding in contract (express or implied) or tort, Claims arising by statute, common law or otherwise, Claims arising under any federal, state, county or local laws, of any jurisdiction, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, and Claims for discrimination, retaliation, sexual harassment and Claims arising under any laws that prohibit age, sex, sexual orientation, race, national origin, color, disability, religion, veteran, workers’ compensation or any other form of discrimination, harassment, or retaliation, including, without limitation, Claims under the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws of the State of Texas, any other similar or equivalent federal or state laws, any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any other Claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees.  Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s employment, the terms and conditions of Executive’s 











employment, or Executive’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement.  This release shall not apply to any of the Company’s obligations under this Agreement.
(b)    By the Company.  In consideration of the mutual promises contained in this Agreement, including Executive’s release of claims, which is in addition to anything of value to which the Company is already entitled, the Company, on behalf of itself and all of its parents, divisions, subsidiaries, affiliates, joint venture partners, partners, and related companies, and their present and former agents, executives, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns, irrevocably and unconditionally releases, waives, and forever discharges, Executive and his heirs, executors, successors and assigns (the “Executive Released Parties”), from any and all claims, demands, actions, causes of action, costs, fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which the Company has, had, or may have against the Executive Released Parties relating to or arising out of his employment, compensation and terms and conditions of employment, separation from employment, or retirement up through the Effective Date.  This release includes, without limitation, claims at law or equity or sounding in contract (express or implied) or tort, claims arising under any federal, state or local laws; or any other statutory or common law claims related to relating to or arising out of Executive’s employment, separation from employment, or retirement for any period up to and including the Effective Date. This release shall not apply to any of Executive’s obligations under this Agreement.
4.    No Interference.  Nothing in this Agreement is intended to interfere with Executive’s right to report possible violations of federal, state or local law or regulation to any governmental or law enforcement agency or entity, or to make other disclosures that are protected under the whistleblower provisions of federal or state law or regulation.  Executive further acknowledges that nothing in this Agreement is intended to interfere with Executive’s right to file a claim or charge with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (the “EEOC”), any state human rights commission, or any other government agency or entity.  However, by executing this Agreement, Executive hereby waives the right to recover any damages or benefits in any proceeding Executive may bring before the EEOC, any state human rights commission, or any other government agency or entity or in any proceeding brought by the EEOC, any state human rights commission, or any other government agency or entity on Executive’s behalf with respect to any Claim released in this Agreement; except that Executive does not waive any right to, and shall not be precluded from seeking, any government issued award including any whistleblower award pursuant to Section 21F of the Securities Exchange Act of 1934 or similar provision.
5.    No Admission of Liability.  This Agreement shall not in any way be construed as an admission by the Company or Executive of any acts of wrongdoing or violation of any statute, law, or legal right.  Rather, the Parties specifically deny and disclaim that either has any liability to the other, but are willing to enter this Agreement at this time to definitely resolve once and forever this matter and to avoid the costs, expense, and delay of litigation.  
6.    Known Violations.  Executive represents and warrants that Executive is not aware of any illegal acts committed by or on behalf of the Company and represents that if Executive is or had been aware of any such conduct, that Executive has properly reported the same to a member of the executive leadership team in writing.  Executive further represents and warrants that Executive is not aware of any (i) violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, or (ii) any facts, basis or circumstances relating to any alleged violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind.  If Executive learns of any such information, Executive shall immediately inform the Company’s Chief Risk Officer.











7.    Return of Company Property.  Within three (3) days of the Separation Date, Executive shall, to the extent not previously returned or delivered, without copying or retaining any copies: (a) return all equipment, records, files, documents, data, computer programs, programs or other materials and property in Executive’s possession which belong to the Company or any one or more of its affiliates, including, without limitation, all computer access codes, messaging devices, credit cards, cell phones, laptops, computers and related equipment, keys and access cards; and (b) deliver all original and copies of Confidential Information (defined in Section 6(b) of the Employment Agreement), notes, materials, records, reports, plans, data or other documents, files or programs (whether stored in paper form, computer form, digital form, electronically or otherwise or on Executive’s personal computer or any other media) that relate or refer to (1) the Company or any one or more of its affiliates, or (2) the Company’s or any one or more of its affiliates’ financial information, financial data, financial statements, business information, strategies, sales, customers, suppliers, Confidential Information or similar information.  Should Executive later discover additional items described or referenced in subsections (a) or (b) above, Executive will promptly notify the Company and return/deliver such items to the Company. 
8.    Non-Disclosure and Protective Covenants. Executive acknowledges and agrees to honor and abide by his non-disclosure, non-competition and non-solicitation obligations in Section 6 of the Employment Agreement (Section 6 and Section 10 of the Employment Agreement are referred to herein as the “Surviving Provisions” and shall survive the termination of the Employment Agreement and shall remain in full force and effect) and Section 5 of the Performance Award Agreements; provided however, that Executive and the Company hereby agree that Executive’s non-competition provisions in Section 6(e) of the Employment Agreement and Section 5(b)(iv) of the Performance Award Agreements and Executive’s non-solicitation obligations in Section 6(f) of the Employment Agreement and Section 5(b)(v) of the Performance Award Agreements are hereby amended to reflect the Parties agreement herein that the non-competition periods and the non-solicitation periods each shall be for a period of two (2) years following the Separation Date in each agreement (for clarity, the non-competition and non-solicitation periods in each agreement will run concurrently from the Separation Date).  
 9.     Cooperation.  As a further material inducement to the Company to pay Executive the Cash Award, Executive hereby agrees to provide Executive’s full cooperation, at the request of the Company, with any of the Released Parties in any and all lawsuits, investigations or other legal, equitable or business matters or proceedings which involve any matters for which Executive worked on or had responsibility during Executive’s employment with the Company.  Executive also agrees to be available to the Company and its representatives (including attorneys) to provide general advice or assistance as requested by the Company.  This includes but is not limited to testifying (and preparing to testify) as a witness in any proceeding or otherwise providing information or reasonable assistance to the Company in connection with any investigation, claim or suit, and cooperating with the Company regarding any investigation, litigation, claims or other disputed items involving the Company that relate to matters within the knowledge or responsibility of Executive.  Specifically, Executive agrees (i) to meet with the Company’s representatives, its counsel or other designees at reasonable times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency or other adjudicatory body; (iii) to provide the Company with immediate notice of contact or subpoena by any non-governmental adverse party; and (iv) to not voluntarily assist any such non-governmental adverse party or such non-governmental adverse party’s representatives.  Executive acknowledges and understands that Executive’s obligations of cooperation under this Section  9 are not limited in time and may include, but shall not be limited to, the need for or availability for testimony.  Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 9 other than the compensation and benefits provided for in this Agreement, provided that (x) Executive shall be entitled to be reimbursed for any reasonable out-of-pocket expenses incurred in fulfilling Executive’s obligations pursuant to subsections (i) and (ii) above; and (y) after the date 











that the Cash Award vests, Executive shall be compensated at the rate of $250/hour for any time he spends assisting the Company pursuant to this Section 9.
10.    No Assignment of Claims.  Executive represents that Executive has not transferred or assigned, to any person or entity, any claim involving the Company or the Released Parties, or any portion thereof or interest therein.  The Parties acknowledge and agree that nothing in this Agreement shall prohibit payment of any amounts due to Executive under this Agreement to Executive’s estate or legal guardian.
11.    Binding Effect of Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, executors, administrators, heirs and estates.  The Released Parties are third-party beneficiaries of this Agreement.
12.    Controlling Law.  This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of Texas, without regard to any conflict of law principles.  The Company and Executive agree that the language in this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for, or against, either of the Parties.  
13.    Venue.  Section 10(b) of the Employment Agreement shall govern any dispute relating to or arising out of this Agreement, except that the Company may seek injunctive relief in a court of law to enforce the non-disclosure and protective covenants in Section 6 of the Employment Agreement and Section 5 of the Performance Award Agreements, as amended by Section 7 of this Agreement. 
14.    Severability.  Should any provision of this Agreement be declared or determined to be illegal or invalid by any government agency or court of competent jurisdiction, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected and such provisions shall remain in full force and effect.  Upon any finding by any government agency or court of competent jurisdiction that Section 3 above is illegal or invalid, Executive agrees to execute a valid and enforceable general release.   
15.    Breach of Agreement.  In the event Executive breaches any portion, or challenges the enforceability, of this Agreement, Section 6 of the Employment Agreement, or Section 5 of the Performance Award Agreements, the Company may, in its sole discretion (a) recover all or any portion of the amounts in  Section 2(b) already paid to Executive from the date of such breach; (b) to the extent any amount in Section 2(b) has not been paid to Executive in full, terminate the remaining amounts and Executive will not be entitled to receive the any further payments; (c) recover attorneys’ fees, expenses and costs the Company incurs in such action, and/or (d) recover any and all other damages to which the Company may be entitled at law or in equity as a result of a breach of this Agreement.  
16.    Knowing and Voluntary Waiver.  Executive acknowledges that Executive has had an opportunity to review all aspects of this Agreement, the Company is advising and has advised Executive in writing (i.e., through this Agreement) to consult with an attorney of Executive’s own choosing at Executive’s cost, regarding the effect of this Agreement, and Executive has had a reasonable opportunity to do so, if so desired.  Executive understands it is Executive’s choice whether or not to enter into this Agreement and that Executive’s decision to do so is voluntary and is made knowingly.  Executive acknowledges and understands that this Agreement specifically releases and waives all rights and claims Executive may have under the Age Discrimination in Employment Act (“ADEA”) prior to the date on which Executive signs this Agreement.  Furthermore, Executive acknowledges that the promises and benefits provided for in Section 2 of this Agreement will be delayed until this Agreement and Exhibit B becomes effective, enforceable and irrevocable.
17.    Time for Consideration.  Executive has knowingly and voluntarily entered into this Agreement, and acknowledges that Executive has been given a period of twenty-one (21) days from the date 











Executive received this Agreement to review and consider this Agreement before executing it.  Executive understands that Executive has the right to use as much or as little of the twenty-one (21) day period as Executive wishes before executing this Agreement.  Accordingly, Executive understands Executive may execute this Agreement as soon as Executive wishes to execute it within the twenty-one (21) day period.  The signed Agreement must be returned to the Company, ATTN:  Cara McDaniel, 2000 McKinney Ave., Suite 700, Dallas, TX 75201, before the end of such twenty-one (21) day period.  Executive further understands that Executive may revoke this Agreement within seven (7) days after signing it, in which case this Agreement and the obligations herein, as well as Executive’s entitlement to receive the Cash Award, are null and void.  Revocation is only effective if Executive delivers a written notice of revocation to the Company, ATTN: Cara McDaniel, 2000 McKinney Ave., Suite 700, Dallas, TX 75201, within seven (7) days after executing the Agreement.  Executive understands that the Company’s obligations under this Agreement do not become effective until after the seven (7) day revocation period has expired.  This Agreement will become effective, enforceable and irrevocable on the eighth (8th) day after the date on which it is executed by Executive (the “Effective Date”).  
18.    Entire Agreement.  This Agreement, the Surviving Provisions, the Performance Award Agreements, the Officer Indemnification Agreement by and between the Company and Executive dated July 1, 2014 (the “Indemnification Agreement”) and Exhibit B (Form of Waiver and Release of Claims - Mutual Release) constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof, and fully supersede all prior and contemporaneous negotiations, understandings, representations, writings, discussions and/or agreements between the Parties, whether oral or written, pertaining to or concerning the subject matter of this Agreement, including, without limitation, the Employment Agreement.  The Company and Executive acknowledge and agree that the Performance Award Agreements and Indemnification Agreement shall remain in full force and in effect after the Separation Date and that their respective obligations and duties thereunder are not in any way modified or superseded by this Agreement, except as otherwise provided specifically by Sections 2 and 8 above.  No oral statements or other prior written material not specifically incorporated into this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it.  Any amendment to this Agreement must be signed by all Parties to this Agreement.  
19.    Disclaimer of Reliance.  Except for the specific representations expressly made by the Company in this Agreement, Executive specifically disclaims that Executive is relying upon or has relied upon on any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement.  The Parties represent that they are relying solely and only on their own judgment in entering into this Agreement.  
20.    No Waiver.  Failure of the Company to exercise and/or delay in exercising any right, power or privilege in this Agreement shall not operate as a waiver.  No waiver of the Company’s rights hereunder shall be effective unless it is in writing and signed by the Company.      The Company’s waiver of any provision of the Agreement shall not constitute (i) a continuing waiver of that provision, or (ii) a waiver of any other provision of this Agreement.  Furthermore, no waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.
21.    Counterparts.  This Agreement may be executed by the Parties in multiple counterparts, whether or not all signatories appear on these counterparts (including via electronic signatures and exchange of PDF documents via email), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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PLEASE READ CAREFULLY - THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS, INCLUDING A RELEASE OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.  BEFORE SIGNING THIS AGREEMENT, YOU MAY TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT.  IF YOU CHOOSE, DISCUSS THIS AGREEMENT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).


My signature below means that I have read this Agreement and agree and consent to all the terms and conditions contained in this Agreement. 




Accepted and AGREED TO BY:




Executive




___________________________________
Peter Bartholow    


___________________________________
Date




TEXAS CAPITAL BANCSHARES, INC.
texas capital bank, n.a.                    




By:    _____________________________
    
Title:    _____________________________


Date:    _____________________________










    













EXHIBIT A


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
DATED DECEMBER 18, 2014
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into on December 18, 2014 by and between Texas Capital Bancshares, Inc. (“TCBI”), which is the holding company of Texas Capital Bank, N.A. (“TCB”) (TCBI and TCB shall be collectively referred to herein as the “Company”), and Peter Bartholow (“Executive”).  The Company and Executive are referred to in this Agreement as the “Parties.”  This Agreement amends and restates in its entirety the Executive Employment Agreement entered into on December 31, 2008 by and between the Company and Executive (the “Prior Agreement”).  In consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:
1.    Agreement to Employ.  The Company desires to continue to employ Executive as the Chief Financial Officer of TCBI and Chief Operating Officer of both TCBI and TCB, to manage, maintain, and develop the Company’s business.  The Company and Executive desire to enter into this Agreement to, among other things, set forth the terms of Executive’s employment with the Company. 
2.    Term of Agreement.  This Agreement shall be binding upon and enforceable against the Company and Executive immediately when both parties execute the Agreement.  The Agreement’s stated term and the employment relationship created hereunder will begin on December 19, 2014 (the “Effective Date”), and will remain in effect for one (1) year thereafter, unless earlier terminated in accordance with Agreement Section 7 (the “Initial Employment Term”).  This Agreement shall be automatically renewed for successive one (1) year terms after the Initial Employment Term (each, a “Renewal Term”), unless terminated by either party upon written notice given at least thirty (30) days before the end of the Initial Employment Period or any Renewal Term, or unless earlier terminated in accordance with Agreement Section 7.  The period during which Executive is employed under this Agreement (including any Renewal Term) will be referred to as the “Employment Period.”
3.    Surviving Agreement Provisions.  Notwithstanding any provision of this Agreement to the contrary, the Parties’ respective rights and obligations under Agreement Sections 6, 7, 8, and 10(b), 10(c), and 10(e) shall survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.  
4.    Services to be Provided by Executive.
a.    Position and Responsibilities.  Subject to the Agreement’s terms, Executive agrees to continue to serve as the Chief Financial Officer of TCBI and Chief Operating Officer of both TCBI and TCB and to perform satisfactorily the following duties:  (i) manage and serve as the Chief Financial Officer of TCBI and Chief Operating Officer of both TCBI and TCB; (ii) promote the Company’s best interests; and (iii) perform any other duties the Company’s President and Chief Executive Officer may assign Executive from time to time.  During the Employment Period, Executive will devote his undivided loyalty to the Company  and devote all of his skill, knowledge and working time (except for (i) reasonable vacation time and absence for sickness or similar disability, and (ii) to the extent that it does not interfere with the performance of Executive’s duties under this Agreement, (A) such reasonable time as may be devoted to service on boards of directors and the fulfillment of civic responsibilities, charitable or religious activities, and (B) such reasonable time as may be necessary from time to time for personal financial matters) to the conscientious performance of his duties and responsibilities under the Agreement.  The location at which Executive performs his duties will not 











be relocated more than fifty (50) miles from the Company’s offices where Executive performs the majority of Executive’s work on the date of this Agreement without Executive’s written consent.
b.    Executive’s Employment Representations.  Executive represents to the Company that he (i) will not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic, religious, and not for profit organizations and any board of directors on which Executive serves as a board member as of the Effective Date) without the consent of the Company; (ii) will serve as an Executive of the Company; (iii) will not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company’s business.  Executive further represents to the Company that (i) he is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject by entering into this Agreement or providing services under the Agreement’s terms; and (ii) Executive is under no contractual, legal, or fiduciary obligation or burden that reasonably may be expected to interfere with Executive’s ability to perform services under the Agreement’s terms.
5.    Compensation for Services.  For all services rendered by Executive pursuant to this Agreement, the Company shall pay to Executive, and Executive shall accept as full compensation hereunder the following:
a.    Base Salary.  Executive shall receive an annual base salary of $442,000.  Executive’s salary shall be paid semi-monthly and subject to all appropriate federal and state withholding taxes and shall be payable in accordance with the normal payroll procedures of the Company.  The Board shall annually review such base salary, provided, however, that Executive’s base salary may not be reduced without Executive’s consent.
b.    Benefits and Perquisites.  Executive shall be entitled to participate in the benefit plans provided by the Company for all employees generally, and for executive employees of the Company.  The Company shall be entitled to change or terminate such plans in its sole discretion at any time.  The Parties acknowledge that at the initial date of this Agreement the fringe benefits provided to Executive include a 401(k) plan, health, dental, life, short and long disability insurance, and reimbursement of certain reasonable out-of-pocket expenses in accordance with the policies and procedures of the Company.  Any reimbursement of expenses made under this Agreement shall only be made for eligible expenses incurred during the Initial Employment Term or Renewal Term, and no reimbursement of any expense shall be made by the Company after December 31st of the year following the calendar year in which the expense was incurred.  The amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the right to reimbursement under this Agreement is not subject to liquidation or exchange for another benefit.
c.    Discretionary Bonuses.  The Company’s Board shall establish an incentive bonus plan for its key executives based on various targets and performance criteria to be established by the Board in its sole discretion.  Executive shall be permitted to participate in such plan, if adopted by the Board.  The evaluation of the performance of Executive as measured by the applicable targets and the awarding of applicable bonuses, if any, shall be at the Board’s sole discretion.  The annual discretionary bonus may be awarded in whole or in part, based on the level of incentive bonus plan performance criteria achieved by Executive, in the Board’s sole judgment.  If Executive terminates his employment under this Agreement without Good Reason, as defined in Agreement Section 7(d), or if the Company terminates this Agreement and Executive’s employment at any time for Cause, as defined in Agreement Section 7(b), Executive will not be paid any discretionary bonus, in whole or in part, for 











the year in which the Agreement and employment termination occurs.  The Parties agree that any bonus payable under this Agreement Section 5(c) shall be paid no later than March 15 of the calendar year immediately following the calendar year in which such bonus is no longer subject to a substantial risk of forfeiture.
d.    Equity Compensation.  The Company establishes equity-based incentives for its executives from time to time under certain stock-based compensation plans as the Company may establish from time to time (collectively, the “Plans”).  Except as otherwise provided in this Agreement, the Company may, but is not obligated to, make grants of equity-based incentive compensation to Executive under the terms of the Plans.  
6.    Protective Covenants.  
a.    Existence of Fiduciary Relationship.  Executive recognizes and agrees that his employment with the Company places him in an executive position involving the highest trust and confidence.  Accordingly, Executive agrees that he owes the Company a duty of loyalty, confidence, and trust.  This duty, in turn, gives rise to a fiduciary relationship between Executive and the Company.  
b.    Confidential Information.  Executive acknowledges and agrees that the Company has developed and will continue to develop unique concepts, lending practices, sales presentations, marketing programs, marketing strategies, business practices, methods of operation, pricing information, cost information, trademarks, licenses, technical information, proprietary information, electronically stored information, computer software programs, tapes and disks concerning its operations systems, customer lists, customer leads, documents identifying past, present and future customers, customer profile and preference data, hiring and training methods, investment policies, financial and other confidential, proprietary and/or trade secret information concerning its operations and expansion plans (“Confidential Information”).  The Confidential Information includes, without limitation, information about the Company’s business, proprietary, and technical information not known to others that could have economic value to others if improperly disclosed.  Confidential Information also means any information the Company discloses to Executive, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information and technical data contained in the Company’s manuals, booklets, publications and materials, equipment of every kind and character, as well as documents, electronically stored information, prototypes, samples, prospects, inventions, product ideas, know‐how, processes, plans (including without limitation, marketing plans and strategies), specifications, designs, techniques, technology, formulas, software, improvements, forecasts, and research.
Therefore, Executive agrees that the following protective covenants constitute a reasonable and appropriate means, consistent with the best interests of both Executive and the Company, to protect the Company and its affiliate companies (including, without limitation, TCBI, TCB and BankDirect) against damage due to loss or disclosure of Confidential Information and shall apply to and be binding upon Executive as provided in this Agreement:


c.    Access To And Agreement Not To Disclose Confidential Information.  During Executive’s Employment Period, the Company agrees to provide Executive with some or all of the Company’s Confidential Information to which Executive has not previously had access and of which Executive has not had previous knowledge.  By executing this document, Executive agrees that the Confidential Information constitutes valuable, special and unique Company assets, developed at the Company’s great expense, the unauthorized use or disclosure of which would cause irreparable harm to the 











Company.  Executive understands and acknowledges that the Company  is engaged in a highly specialized and competitive industry; that the Company  relies heavily on information, data, programs, and processes it has developed and acquired; and that competitors can reap potential or real economic benefits from the possession of the Confidential Information that is otherwise not available to the competitors.  Executive understands and acknowledges, therefore, that the protection of the Company’s Confidential Information constitutes the Company’s legitimate business interest.  Executive acknowledges that the Confidential Information is the exclusive property of Company, and Executive will hold the Confidential Information in trust and solely for Company’s benefit.  Executive further acknowledges that the Confidential Information includes “trade secrets” under Texas law (and, including, without limitation, the Texas Trade Secrets Act) and, in addition to the other protections provided in this Agreement, all trade secrets will be accorded the protections and benefits under Texas law and any other applicable law.  Executive waives any requirement that the Company submit proof of any trade secret’s economic value or post a bond or other security should the need arise.


In exchange for the Company’s promise to provide Executive with some or all of the Company’s Confidential Information to which Executive has not previously had access and of which Executive has not had previous knowledge, Executive agrees that he will not, either during the period of his employment with the Company or at any time thereafter, use for Executive’s benefit or the benefit of another, or rely upon, disclose, disseminate, or distribute to anyone, including, without limitation, any individual, person, firm, corporation, or other entity, or publish, or use or rely upon for any purpose, any of the Confidential Information (whether acquired, learned, obtained, or developed by Executive alone or in conjunction with others), except (i) as properly required in the ordinary course of the Company’s business or as the Company directs and authorizes; (ii) as required by applicable law (if, to the extent reasonable and practicable, reasonable prior notice of such disclosure is given to the Company); or (iii) to the extent such information is available to or known by the public (other than as a result of disclosure in violation hereof); or (iv) to enforce his rights under this Agreement.  Executive agrees that he will take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.  Executive also agrees to notify the Company immediately in the event of any unauthorized use or disclosure of the Company’s Confidential Information.


d.    Use of Confidential Information During Employment.  Except as may be required of Executive to perform his job duties, Executive further agrees that in the course of his Company employment, Executive will not (i) remove from any Company office any documents, electronically stored information, or related items that contain Confidential Information, including, without limitation, computer discs, recordings, or other storage or archival systems or devices, including copies; or   (ii) place or save any Confidential Information on any computer or electronic storage system that is not Company property.  All Confidential Information, and all memoranda, notes, records, drawings, documents, electronically stored information, or other writings whatsoever made, compiled, acquired, or received by Executive at any time during his employment with the Company, including during the term of this Agreement, arising out of, in connection with, or related to any Company activity or business, including, without limitation, the customers, vendors, third parties, or others with whom the Company has a business relationship, the arrangements of the Company with such parties, and the pricing and expansion policies and strategy of the Company, are, and shall continue to be, the Company’s sole and exclusive property.


e.    Protective Covenant- Non-Competition Executive agrees that to protect the Company’s Confidential Information and goodwill, and in consideration for the grants to Executive under the 











Plans referenced in Agreement Section 5(d), it is necessary to enter into the following protective covenants, which are ancillary to the enforceable promises between the Company and Executive in the other Agreement Sections.  During Executive’s employment with the Company, and for a one-year period after the date Executive’s employment is terminated by the Company for any reason, or if Executive resigns for any reason, Executive shall not, without the Company’s prior written consent, directly or indirectly:  (i) compete for or solicit business for or on behalf of any person or business entity operating a state or national bank or company providing similar services with a place of business in the State of Texas; (ii) own, operate, participate in, consult with, undertake any employment with, or have any interest in any entity with a place of business in the State of Texas related to the operation of a state or national bank or company providing similar services, except that Executive may own publicly traded stock for investment purposes only in any company in which Executive owns less than 5% of the voting equity; or (iii) use or rely on in any competition, solicitation, or marketing effort any Confidential Information, any proprietary list, or any information concerning any customer of the Company. 


Executive also acknowledges that the geographic boundaries, scope of prohibited activities, and the duration of the provisions in these Protective Covenants are reasonable and are no broader than are necessary to protect the Company’s legitimate business interests.  These Protective Covenants shall survive the termination of Executive’s employment and can be revoked or modified only by a writing signed by the Parties that specifically states an intent to revoke or modify this provision.  Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his Protective Covenants or promises contained in this Agreement Section 6.  Executive further agrees that during the non-competition term, he shall immediately notify the Company in writing of any employment, work, or business he undertakes with or on behalf of any person (including himself) or entity.


f.    Protective Covenant - Non-Solicitation of Employees or Customers.  Executive agrees that during his employment, and for a period of one year following the termination or resignation of his employment, for whatever reason, that neither he nor any individual, partner(s), or company, corporation, or other entity or business with which he is in any way affiliated, including, without limitation, any partner, limited partner, member, director, officer, shareholder, employee, or agent of any such entity or business, will request, induce or attempt to influence, directly or indirectly, any employee of the Company to terminate employment with the Company.  Moreover, Executive agrees that for a period of one year following the termination or resignation of his employment, for whatever reason, whether involuntary or voluntary, he shall not, directly or indirectly, as an owner, stockholder, director, employee, partner, agent, broker, consultant or other participant solicit a customer or prospective customer, or accept any business from a customer or prospective customer with whom he has done business or with whom he has had material contact during the last twelve (12) months of Executive’s employment with the Company.


g.    Return of Documents.  In the event of the termination of Executive’s employment for any reason or Executive’s resignation or employment separation for any reason, Executive will deliver to the Company all non-personal documents and data of any nature, and in whatever medium, concerning Executive’s employment with the Company or any of its subsidiaries or affiliates.  Executive agrees that he will not take with him any Company property, documents, or data of any description or any reproduction thereof, including summaries or notes regarding same, or any documents containing or relating to any Company proprietary or Confidential Information.


h.    Validity.  The terms and provisions of this Agreement Section 6 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or 











unenforceable, then neither the validity nor the enforceability of any other provision of this Agreement will be affected.  If, for any reason, any court of competent jurisdiction finds any provisions of Agreement Section 6 unreasonable in duration or geographic scope or otherwise, Executive and the Company agree that the restrictions and prohibitions contained in Agreement Section 6 shall be effective to the fullest extent allowed under applicable law.


i.    Work Product.  For purposes of this Agreement Section 6, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company.  For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others.  Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement.


The Company shall own all rights in the Work Product.  To this end, all Work Product shall be considered work made for hire for the Company.  If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law.  The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product.


Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product.  In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services.


Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor.  Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.


j.    Survival of Covenants.  Each covenant of Executive set forth in this Agreement Section 6 shall survive the termination of this Agreement and Executive’s employment for any reason and shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action of Executive against the Company whether predicated on this 











Agreement or otherwise shall not constitute a defense to the enforcement by the Company of said covenant.  No modification or waiver of any covenant contained in this Agreement Section 6 shall be valid unless such waiver or modification is approved in writing by the Company’s Board.


k.    Remedies.  In the event of a breach, violation or threatened breach or violation by Executive of any provision of this Agreement Section 6, Executive agrees that the Company shall be entitled to relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of said breach, violation or threatened breach or violation.   The Company may pursue any remedy available to it concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one of such remedies at any time will not be deemed an election of remedies or waiver of the right to pursue any other of such remedies as to such breach, violation, or threatened breach or violation, or as to any other breach, violation, or threatened breach or violation.


l.    Tolling.  Additionally, if Executive violates any of the Protective Covenants contained in Agreement Sections 6(e-f), the time period shall be suspended with respect to the restriction that has been violated and will not run in favor of Executive from the time of the commencement of any such violation until the time when Executive cures the violation to the Company’s satisfaction.
7.    Termination of Agreement.  The employment relationship between Executive and the Company created hereunder shall terminate before the expiration of the stated term of this Agreement upon the occurrence of any one of the following events:
a.    Death or Permanent Disability.  This Agreement, and Executive’s employment, shall be terminated effective on the death or permanent disability of Executive.  However, Executive shall be entitled to leaves of absence from the Company in accordance with the policy of the Company generally applicable to executives for illness or temporary disabilities for a period or periods not exceeding three (3) months on a cumulative basis in any calendar year, and his status as an Executive shall continue during such periods.  However, if Executive qualifies for short term disability payments under the Company’s standard short term disability plan during such leave, Executive shall apply to receive such short term disability payments.  The Company shall supplement such short term disability payments so that Executive receives such monthly amounts, when combined with the short term disability payments, equal to Executive’s monthly salary then in effect as set forth in Agreement Section 5.  If Executive is incapacitated due to physical or mental illness and such incapacity prevents Executive from satisfactorily performing his duties for the Company on a full time basis for six (6) months or more, the Company may terminate this Agreement upon thirty (30) days written notice.  Upon the termination of this Agreement due to the death or permanent disability of Executive, Executive or his estate (as the case may be) shall be entitled to compensation as provided in Agreement Section 8(a) below.  If during the period of Executive’s incapacity, Executive is deemed to have incurred a “separation from service” under Section 409A because there is no reasonable expectation that he will return to perform services for the Company, Executive shall be entitled, as a disability benefit, to continuation of his monthly salary as described in Agreement Section 5(a) above until the date on which this Agreement is terminated under this Agreement Section 7(a) (the “Disability Period”), provided, however, that such payments shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by Executive during the Disability Period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date Executive incurred a permanent disability, and further 











provided that such reduction does not otherwise affect the time of payment of Executive’s base salary pursuant to this Agreement Section 7(a).
b.    Termination for Cause.  The Company shall have the option to terminate Executive’s employment during the Employment Period, effective upon written notice of such termination to Executive, for Cause as the Company determines.  Under the Agreement, termination for “Cause” means the Company’s termination of Executive’s employment upon the occurrence of any of the following events:
		
	i.
	Any act of fraud, misappropriation or embezzlement by Executive with respect to any aspect of the Company’s business;


		
	ii.
	The material breach by Executive of Agreement Section 4 or 6 (including, without limitation, a refusal to follow the Company or its designee’s lawful directives which are not inconsistent with the duties of Executive’s position and the provisions of this Agreement);


		
	iii.
	The conviction of Executive by a court of competent jurisdiction of a felony or of a crime involving moral turpitude;


		
	iv.
	The intentional and material breach by Executive of any non-disclosure or non-competition/non-solicitation provision of any agreement to which Executive and the Company or any of its parent and affiliate companies are parties;


		
	v.
	The intentional failure by Executive to perform in all material respects his duties and responsibilities (other than as a result of death or disability) and the failure of Executive to cure the same in all material respects within fifteen (15) days after written notice thereof from the Company;


		
	vi.
	The illegal use of drugs by Executive during the term of this Agreement that, in the determination of the Company’s Board, substantially interferes with Executive’s performance of his duties under this Agreement;


		
	vii.
	Acceptance of employment with any other employer except upon written permission of the Company’s Board; or


		
	viii.
	The material breach by Executive of his fiduciary duties to the Company.


The Company shall provide Executive with a written notice of termination (and in the case, of an event described in (ii) and (viii), thirty (30) days within which Executive may cure such event constituting “Cause” before such termination is effective) which can be provided on the date of termination.  In the event Executive’s employment is terminated for Cause under this Agreement, Executive shall be entitled to the compensation provided in Agreement Section 8(a) below.
c.    Termination by the Company with Notice.  The Company may terminate this Agreement without Cause at any time upon thirty (30) days written notice to Executive, during which period Executive shall not be required to perform any services for the Company other than to assist the Company in training his successor and generally preparing for an orderly transition; provided, 











however, that Executive shall be entitled to compensation upon such termination as provided in Agreement Sections 8(a) and 8(b) below.
d.    Termination by Executive For Good Reason.  Executive shall be entitled to terminate this Agreement at any time for Good Reason.  Under this Agreement, “Good Reason” shall mean the occurrence of any of the following events:
		
	i.
	Without his express written consent, the assignment of Executive to a position, duties or responsibilities substantially inferior to his position, duties, or responsibilities with the Company as set forth in Agreement Section 4 above;


		
	ii.
	The change of the location where Executive is based (“Base Location”) at the time Executive executes this Agreement to a location which is more than fifty (50) miles from his Base Location, without Executive’s written consent;


		
	iii.
	A reduction by the Company in Executive’s base salary as then in effect under this Agreement, unless such reduction is a proportionate reduction of the compensation of Executive and all other senior officers of the Company as a part of a company-wide effort to enhance the financial condition of the Company; or


		
	iv.
	A delivery by the Company to Executive of a written notice of non-renewal of this Agreement, in accordance with Agreement Section 2, within a period beginning (i) thirty (30) days prior to the execution of a definitive and binding agreement with an unrelated third party (the “Purchase Agreement”) for purposes of causing a Change in Control (as defined in Agreement Section 9(a)), and ending (ii) on the later of (X) one year following the execution of the Purchase Agreement or (Y) if the Change in Control is subsequently consummated (either between the parties to the Purchase Agreement or pursuant to an alternative transaction that results from continuing negotiations between the parties to the Purchase Agreement) on or before the date that is one year following the execution of the Purchase Agreement, the date eighteen (18) months after the date of the Change in Control; provided that Executive has not entered into a new employment agreement with the Company (or its successor) following such notice of non-renewal.


Executive shall give the Company thirty (30) business days’ notice of an intent to terminate this Agreement for “Good Reason” as defined in this Agreement Section 7(d), and provide the Company with thirty (30) calendar days after receipt of such notice from Executive to remedy the alleged violation of Subsections 7(d)(i)-(iii).  In the event the Company does not cure the violation, if Executive does not terminate this Agreement within sixty (60) days following the last day of the Board’s cure period, the occurrence of the violation shall not subsequently serve as Good Reason for Executive to terminate this Agreement.  In the event Executive terminates his employment for Good Reason hereunder, Executive shall be entitled to the compensation provided in Agreement Sections 8(a) and 8(b) below.
e.    Separation from Service. For purposes of this Agreement, including, without limitation, Agreement Sections 8 and 9, any references to a termination of Executive’s employment shall mean a “separation from service” as defined by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).











8.    Compensation Upon Termination.  Upon the termination of Executive’s employment under this Agreement before the expiration of the stated term in this Agreement for any reason, Executive shall be entitled to:
a.    Compensation Upon Termination For Any Reason.  Upon termination of Executive’s employment during the Employment Period before the expiration of the stated term hereof for any reason, Executive shall be entitled to the following within thirty (30) days of such termination:
		
	i.
	Salary.  The base salary earned by him before the effective date of termination as provided in Agreement Section 5(a) (including base salary payable during any applicable notice period), prorated on the basis of the number of full days of service rendered by Executive during the salary payment period to the effective date of termination;


		
	ii.
	Vacation Benefits.  Any accrued, but unpaid, vacation benefits; and


		
	iii.
	Unreimbursed Business Expenses.  Any previously authorized but unreimbursed business expenses.


b.    Additional Compensation and Benefits Upon Termination Without Cause, With Notice or for Good Reason.  If Executive’s employment hereunder terminates without “Cause” (as defined in Agreement Section 7(b) above), with notice pursuant to Agreement Section 7(c) above, or for “Good Reason” (as defined in Agreement Section 7(d) above) the Company shall, upon Executive’s execution of a general release of claims in favor of the Company (as described in Agreement Section 8(d)) and except as otherwise provided herein, provide to Executive in addition to the amounts set forth in Subsections 8(a) above:
		
	i.
	a cash payment equal to twelve (12) months’ base salary (at the rate then in effect);


		
	ii.
	a cash payment equal to the average annual cash bonus paid to Executive for the two (2) full bonus plan years immediately preceding the date Executive’s employment terminates;


		
	iii.
	continued medical insurance benefits, at the Company’s expense, for a period of twelve (12) months following the date of Executive’s termination of employment under circumstances in which a severance payment is due under this Agreement.


The Company shall pay the severance amounts referenced in Agreement Section 8(b)(i-ii) in equal monthly installments for a period of twelve (12) months (“Severance Period”) in accordance with the Company’s regular payroll practices, beginning on the first payroll date coinciding with or next following the date that is sixty (60) days after the date of Executive’s termination.  Executive shall have no obligation to mitigate any severance obligation of the Company under this Agreement by seeking new employment.   The Company shall not be entitled to set off or reduce any severance payments owed to Executive under this Agreement by the amount of earnings or benefits received by Executive in future employment. Any payment made in accordance with this Agreement Section 8(a) shall be treated as a separate payment for purposes of Section 409A of the Code to the extent Section 409A of the Code applies to such payments.











Notwithstanding the foregoing, with respect to any stock options or other plans or programs in which Executive is participating at the time of termination of his employment, Executive’s rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by Executive which may then be in effect.
c.    Forfeiture for Breach of Covenants.  If, during the Severance Period, Executive is in breach of his Protective Covenants contained in Agreement Section 6, the Company shall not be obligated to pay any severance payments referenced herein, the Company’s severance obligations shall terminate and expire, and the Company shall have no further obligations to Executive under this Agreement or otherwise from and after the date of such breach and shall have all other rights and remedies available under this Agreement or any other agreement and at law or in equity.
d.    Release.  Payment of any of the amounts described in Agreement Section 8(b) is conditioned upon Executive’s execution of a Waiver and Release of Claims in the form attached hereto as Exhibit A relating to the period of Executive’s employment with the Company, within the twenty-one (21) day period following the end of Executive’s employment.
e.    Shareholder Protection Provision.  Notwithstanding anything to the contrary contained herein, in the event any of the following events occur, Executive only shall be entitled to receive the amounts described in Agreement Section 8(a), and, to the extent Executive’s Termination of Employment is without Cause or for Good Reason, Section 8(b)(i); provided, however, that “six (6) months” shall be substituted in lieu of “twelve (12) months” in Agreement Section 8(b)(i) above: (i) a complete dissolution or liquidation of the Company; (ii) a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7; or (iii) any distressed sale of the Company’s assets or stock (as defined below).  For purposes of this Agreement, a “distressed sale of assets or stock” shall mean a sale effected for the purpose of avoiding bankruptcy or receivership, or any sale that is recommended to the Company by the Office of the Comptroller of Currency (or any other similar governmental agency with regulatory or oversight authority over the Company).  In the event any amounts are received by Executive pursuant to this Agreement Section 8 that are calculated on the basis of the Company’s statement of earnings or gains, and if the Company is later required to prepare a restatement of its earnings or gains (other than a restatement caused by the retroactive application of accounting rules or other regulatory requirements) which the Board in good faith determines was due to the intentional misconduct of Executive or as to which the Board determines that Executive had actual knowledge of material inaccuracies in, Executive shall be required to reimburse the Company, net of taxes, for all severance payments made to Executive pursuant to this Agreement Section 8 that were calculated based on such statement of earnings or gains and Executive shall not be entitled to any additional payments pursuant to this Agreement Section 8 that would be calculated on the basis of a statement of earnings or gains.  Notwithstanding the foregoing, in the event the Board in good faith determines that such restatement of the Company’s earnings or gains was not due to the intentional misconduct of Executive and that Executive had no actual knowledge of any material inaccuracies in such statement of earnings or gains, then Executive only shall be required to reimburse the Company, net of taxes, for the excess severance remuneration (as defined below).  “Excess severance remuneration” shall mean the excess of the severance payments made to Executive pursuant to this Agreement Section 8 over the amount of severance payments calculated based on the Company’s statement of earnings as restated, as determined in the good faith discretion of the Board.











9.    Compensation Upon Change in Control.  
a.    Change in Control.  For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred at such time as:
		
	i.
	on the date that any “Person” (as defined below), other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding stock pursuant to an offering of such stock, or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s stock, acquires ownership of the Company’s stock that, together with stock held by such Person, constitutes more than 50% of the total fair market value or total voting power of the Company’s stock.  However, if any Person is considered to own already more than 50% of the total fair market value or total voting power of the Company’s stock, the acquisition of additional stock by the same Person is not considered to be a Change in Control.  In addition, if any Person has effective control of the Company through ownership of 50% or more of the total voting power of the Company’s stock, the acquisition of additional control of the Company by the same Person is not considered to cause a Change in Control pursuant to this Agreement Section 9(a)(i); or


		
	ii.
	on the date during any 12-month period when a majority of members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the Board before the date of the appointment or election; provided, however, that any such director shall not be considered to be endorsed by the Board if his or her initial assumption of office occurs as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


		
	iii.
	on the date a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or similar transaction occurs or is effectuated in which the Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon receipt of all required regulatory approvals not including the lapse of any required waiting periods.  However, there is no Change in Control when there is such a transfer to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock; (ii) an entity, at least 50% of the total value or voting power of the stock of which is owned, directly or indirectly, by the Company; (iii) a Person that owns directly or indirectly, at least 50% of the total value or voting power of the Company’s outstanding stock; or (iv) an entity, at least 50% of the total value or voting power of the stock of which is owned by a Person that owns, directly or indirectly, at least 50% of the total value or voting power of the Company’s outstanding stock.


For purposes of subparagraphs (i), (ii) and (iii) above:
“Person” shall have the meaning given in Section 7701(a)(1) of the Code.  Person shall include more than one Person acting as a group as defined by the Final Treasury Regulations issued under Section 409A of the Code.











“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended.
The provisions of this Agreement Section 9(b) shall be interpreted in accordance with the requirements of the Final Treasury Regulations under Section 409A of the Code, it being the intent of the Parties that this Agreement Section 9(b) shall be in compliance with the requirements of said Code Section and said Regulations.  Notwithstanding anything to the contrary contained herein, a Change in Control for purposes of this Agreement shall not include any of the events described herein if the event is in connection with (i) a complete dissolution or liquidation of the Company; (ii) a Title 11 bankruptcy proceeding, the appointment of a trustee or receiver or the conversion of a case involving the Company to a case under Chapter 7; or (iii) any distressed sale of the Company’s assets or stock (as defined in Agreement Section 8(e)).
b.    Benefits Upon Change in Control.
		
	i.
	Severance Benefits.  If Executive’s employment with the Company is terminated (A) by the Company (or by the acquiring or successor business entity following a Change in Control) other than for “Cause” (as defined in Agreement Section 7(b) above), death or permanent disability, or (B) by Executive for “Good Reason” (as defined in Agreement Section 7(d) above) in either event within a period beginning ninety (90) days before, and ending eighteen (18) months after, the date of a Change in Control (the “Change Period”), Executive shall receive, in lieu of the severance benefits described in Agreement Section 8(b), a cash severance benefit in an amount equal to the sum of 2.5 times Executive’s average annual cash base salary and bonus in effect for the two (2) years immediately preceding the Change in Control.  Any payment made in accordance with this Agreement Section 9(b)(i) shall be treated as a separate payment for purposes of Section 409A of the Code to the extent Section 409A of the Code applies to such payments.


		
	ii.
	Other Benefits.  In lieu of the severance benefits described in Agreement Section 8(b), in addition, for eighteen (18) months following the date of termination of Executive’s employment in circumstances in which a severance payment is due under this Agreement Section 9(b), the Company shall provide Executive, at the Company’s expense, health and other welfare benefits that are not less favorable to Executive than those to which he was entitled immediately prior to the Change in Control.  To the extent the benefits provided under this Agreement Section 9(b)(ii) are otherwise taxable to Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) (“Section 409A”) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.  Benefits provided under this Agreement Section 9(b)(ii) to Executive or to his spouse or dependents shall be modified to the extent benefits under an applicable plan are modified for active employees of the Company.


		
	iii.
	No Payments Upon Breach.  The Company shall have no obligation to provide Executive with any severance compensation under this Agreement Section 9 if 













Executive is in breach or violation of any of the covenants contained in Agreement Section 6, which are applicable to Executive at the time of the severance payment.
		
	iv.
	No Duplication of Payment.  The payment of severance benefits under this Agreement Section 9 shall be in lieu of, and not in addition to, any payments under Agreement Section 8(b).


		
	v.
	Form of Payment.  Except as otherwise provided by Agreement Section 11, the amount of the severance benefit provided in Agreement Section 9(b)(i) hereof shall be paid to Executive:  (i) if the Change in Control qualifies as a “change in control” for purposes of Section 409A and Executive’s termination occurs within thirty (30) days prior to or eighteen (18) months following the Change in Control, in a lump sum within thirty (30) days of Executive’s termination, and (ii) otherwise, in equal monthly installments for a period of twelve (12) months in accordance with the Company’s regular payroll practices, beginning on the first payroll date coinciding with or next following the date that is sixty (60) days after the date of Executive’s termination.


c.    No Mitigation or Offset.  Executive shall not be required to mitigate the amount of any payment provided for in this Agreement Section 9 by seeking other employment or otherwise.  The Company shall not be entitled to set off or reduce any severance payments owed to Executive under this Agreement Section 9 by the amount of earnings or benefits received by Executive in future employment.
d.    Release.  Payment of any of the amounts described in this Agreement Section 9 is conditioned upon Executive’s execution of a Waiver and Release of Claims in the form attached hereto as Exhibit A relating to the period of Executive’s employment with the Company, within the twenty-one (21) day period following the end of Executive’s employment.
10.    Other Provisions.
a.    Remedies.  Each of the Parties to this Agreement will be entitled to enforce its rights under this Agreement, specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  
b.    Arbitration.  If any dispute arises out of this Agreement or Executive’s employment or separation from employment with the Company for any reason, and the Parties to this Agreement cannot resolve the dispute, the dispute shall be submitted to final and binding arbitration.  The arbitration shall be conducted in accordance with the American Arbitration Association’s (“AAA”) National Rules for the Resolution of Employment Disputes (“Rules”).  If the Parties cannot agree to an arbitrator, an arbitrator will be selected through the AAA’s standard procedures and Rules.  The Company and Executive shall share the costs of arbitration, unless the arbitrator rules otherwise.  The Company and Executive agree that the arbitration shall be held in Dallas County, Texas.  Arbitration of the Parties’ disputes is mandatory, and in lieu of any and all civil causes of action or lawsuits either party may have against the other arising out of the Agreement or Executive’s employment or separation from employment with Company, with the exception that the Company alone may seek a temporary restraining order and temporary injunctive relief in a court to enforce the protective covenants as provided in Agreement Section 6 and Agreement Section 10(c).  Executive acknowledges that by agreeing to this provision, he knowingly and voluntarily waives any right he may have to a jury trial based on any claims he has, had, or may have against the Company, including any right to a jury trial 











under any local, municipal, state or federal law including, without limitation, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Americans With Disabilities Act of 1990, the Age Discrimination In Employment Act of 1967, the Family Medical Leave Act, the Sarbanes-Oxley Act, the Older Workers Benefit Protection Act, the Texas Commission on Human Rights Act, claims of harassment, discrimination or wrongful termination, and any other statutory or common law claims.
c.    Non-Disparagement.  Executive and the Company agree not to make any statements that disparage the reputation of (i) the Company , its products, services or employees, or (ii) Executive.  Executive and the Company further acknowledge and agree that any breach or violation of this non-disparagement provision shall entitle Executive or the Company to seek injunctive relief to prevent any future breaches of this provision and/or to sue the other party on this Agreement for the immediate recovery of any damages caused by such breach.  For purposes of this Agreement Section 10(c), the Company’s obligation shall be limited to the Governance and Nominating Committee of TCB’s Board and executives who are members of TCB’s Senior Policy Committee.
d.    Limitations on Assignment.  In entering into this Agreement, the Company is relying on the unique personal services of Executive; services from another person will not be an acceptable substitute.  Except as provided in this Agreement, Executive may not assign this Agreement or any of the rights or obligations set forth in this Agreement without the explicit written consent of the Company.  Any attempted assignment by Executive in violation of this Section 10(d) shall be void.  Except as provided in this Agreement, nothing in this Agreement entitles any person other than the Parties to the Agreement to any claim, cause of action, remedy, or right of any kind, including, without limitation, the right of continued employment.
e.    Severability and Reformation.  The Parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law.  If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof, and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance.  In lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable covenant in accordance with this Agreement Section 10(e).
f.    Notices.  Any notice or other communication required, permitted or desired to be given under this Agreement shall be deemed delivered when personally delivered; the next business day, if delivered by overnight courier; the same day, if transmitted by facsimile on a business day before noon, Central Standard Time; the next business day, if otherwise transmitted by facsimile; and the third business day after mailing, if mailed by prepaid certified mail, return receipt requested, as addressed or transmitted as follows (as applicable):
If to the Company:        Texas Capital Bancshares, Inc.
2000 McKinney Avenue, Suite 700
Dallas, Texas 75201
Fax:  (214) 932-6600
Attn:  President and Chief Executive Officer













If to Executive:        Peter Bartholow
5508 Drane Drive
Dallas, Texas 75209
g.    Further Acts.  Whether or not specifically required under the terms of this Agreement, each party hereto shall execute and deliver such documents and take such further actions as shall be necessary in order for such party to perform all of his or its obligations specified herein or reasonably implied from the Agreement’s terms.
h.    Publicity and Advertising.  Executive agrees that the Company may use his name, picture, or likeness for any advertising, publicity or other business purpose at any time, during the term of this Agreement and may continue to use materials generated during the term of this Agreement for a period of six months thereafter.  Such use of Executive’s name, picture, or likeness shall not be deemed to result in any invasion of Executive’s privacy or in violation of any property right Executive may have; and Executive shall receive no additional consideration if his name, picture or likeness is so used.  Executive further agrees that any negatives, prints or other material for printing or reproduction purposes prepared in connection with the use of his name, picture or likeness by the Company shall be and are the sole property of the Company.
i.    Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES) THEREOF.
j.    Venue.  The exclusive venue for all suits or proceedings arising from or related to this Agreement shall be in a court of competent jurisdiction in Dallas County, Texas.
k.    Entire Agreement and Amendments.  This Agreement constitutes the entire agreement between the Parties concerning the subject matter in this Agreement and supersedes any prior agreements between Executive and the Company concerning the subject matter of this Agreement, including, without limitation, the Prior Agreement;  provided, however, that nothing herein shall affect the rights of Executive and the Company under that certain Indemnification Agreement dated July 1, 2014, any existing confidentiality or non-disclosure agreement, or any outstanding option, restricted stock unit or stock appreciation rights award relating to the Company’s common stock and previously granted to Executive, or any rights that Executive has under the Company’s benefit plans and fringe benefit policies with respect to service with the Company prior to the Effective Date.  No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it.  Executive acknowledges and represents that in executing this Agreement, he did not rely, and has not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement.  Any amendment to this Agreement must be signed by all Parties to this Agreement.  This Agreement will be binding on and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (if any).
l.    Counterparts.  This Agreement may be executed in counterparts, with the same effect as if both parties had signed the same document.  All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.











11.    Section 409A of the Code.  
a.    To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service.  During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company.  Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Agreement Section 11 (together with accrued interest thereon) shall be paid to Executive or Executive's beneficiary in one lump sum.
b.    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A of the Code).
c.    For purposes of Section 409A of the Code, each payment under Agreement Sections 8 and 9 (and each other severance plan payment) will be treated as a separate payment.
d.    It is intended that this Agreement comply with the provisions of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions.
[Signature Page Follows]











IN WITNESS WHEREOF, the Parties have executed this agreement as of the date indicated in Section 2.
THE COMPANY:


TEXAS CAPITAL BANCSHARES, INC. 




Date:    _______________________    _________________________________________                                    
By:   /s/ KEITH CARGILL.
Its:  President and Chief Executive Officer 


EXECUTIVE:


Date:    _______________________    _________________________________________                                            
By:  /s/ PETER BARTHOLOW
Peter Bartholow













EXHIBIT A
WAIVER AND RELEASE OF CLAIMS


This Waiver and Release of Claims (“Release”), effective as of the _____ (the “Effective Date”), is made and entered into by and between Peter Bartholow (“Executive”) and Texas Capital Bancshares, Inc. (the “Company”), which is the holding company of Texas Capital Bank, N.A. (“TCB”).    Terms used in this Release with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Executive Employment Agreement made and entered into as of ______, 2014 by and between the Company and Executive (the “Agreement”).


WHEREAS, Executive and the Company are parties to the Agreement; and


WHEREAS, Agreement Section 8 provides that Executive is entitled to certain payments and benefits upon separation from employment if he signs a release agreement;


NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and adequacy of which are acknowledged, Executive and the Company agree as follows:    


1.    Global Release.  In consideration of the mutual promises contained in the Agreement, including the Company’s promises to pay Executive consideration under Agreement Section 8, which are in addition to anything of value to which Executive is already entitled, Executive, on behalf of himself, his heirs, executors, successors and assigns, irrevocably and unconditionally releases, waives, and forever discharges the Company  and all of its parents, divisions, subsidiaries, affiliates, joint venture partners, partners, and related companies, and their present and former agents, executives, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “TCB Released Parties”), from any and all claims, demands, actions, causes of action, costs, fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may have against the TCB Released Parties relating to or arising out of his employment during the Employment Period, or any terms of the Agreement in effect during the Employment Period, from the Effective Date and up to and including the date of this Release. This Release includes, without limitation, (i) claims at law or equity, (ii) claims sounding in contract (express or implied) or tort, (iii) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age Discrimination in Employment Act,  the Americans with Disabilities Act Amendments Act, as amended, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, 42 U.S.C. § 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act, the Genetic Information and Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Texas Commission on Human Rights Act or Chapter 21 of the Texas Labor Code (as amended and renamed from time to time), any federal, state, local or municipal whistleblower protection, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance, or any other federal, state, local, or municipal laws of any jurisdiction), (iv) claims arising under the Employee Retirement Income Security Act (except any employee benefits or employee participation rights as contained in the Agreement), or (v) any other statutory or common law claims related to or arising out of his employment during the Employment Period or any terms of the Agreement in effect during the Employment Period, from the Effective Date and up to and including the date of this Release’s execution.  Notwithstanding the foregoing, nothing in this Release shall affect or impair: (i) any rights Executive may have to indemnification, including without limitation indemnification for attorneys’ fees, costs and/or expenses, pursuant to applicable statute, 











certificates of incorporation and by-laws of the Company, TCB or any of their affiliates or pursuant to that certain Indemnification Agreement dated July 1, 2014; or (ii) any of Executive’s rights arising under the Agreement.


2.    No Admission of Liability.  Executive understands and agrees that this Release shall not in any way be construed as an admission by the TCB Released Parties of any unlawful or wrongful acts whatsoever against Executive or any other person. The TCB Released Parties specifically disclaim any liability to or wrongful acts against Executive or any other person.  


3.    Time to Consider Release.  Executive acknowledges that he has been advised in writing by the Company that he should consult an attorney before executing this Release, and Executive further acknowledges that he has been given a period of twenty-one (21) calendar days within which to review and consider the provisions of this Release.  Executive understands that if he does not sign this Release before the twenty-one (21) calendar day period expires, this Release offer will be withdrawn automatically.


4.    Revocation Period.  Executive understands and acknowledges that he has seven (7) calendar days following the execution of this Release to revoke his acceptance of this Release.  This Release will not become effective or enforceable, and the payments and benefits described under Agreement Section 8 will not become payable, until after this revocation period has expired without his revocation.  If Executive does not revoke the Release within the revocation period, the Company will commence the payments and benefits described under Agreement Section 8 within ten (10) days after the revocation period’s expiration date.


5.    Confidentiality of Release and Company Information.  Executive agrees to keep this Release, its terms, and the amount of payments and benefits related to this Release completely confidential.  Executive agrees and understands that he is prohibited from disclosing any terms of this Release to anyone, except that he may disclose the terms of this Release and the amount of the payments and benefits related to this Release to his attorney or as otherwise required by law.  Executive also agrees to continue to abide by the confidentiality provisions of the Agreement.


6.    Non-Disparagement.  Executive and the Company agree to continue to abide by the non-disparagement provisions of the Agreement.


7.    Agreement to Return Company Property/Documents. Executive understands and agrees that his last day of active work in any Company office or on any Company owned or leased property will be _______.  Accordingly, Executive agrees that:  (i) he will not take with him, copy, alter, destroy, or delete any files, documents, electronically stored information, or other materials, whether or not embodying or recording any Confidential Information, including copies, without obtaining in advance the written consent of an authorized Company representative; and (ii) he will promptly return to the Company all Confidential Information, documents, files, records and tapes, whether written in hardcopy form or electronically stored, that have been in his possession or control regarding the Company , and he will not use or disclose such materials in any way or in any format, including written information in any form, information stored by electronic means, and all copies of these materials.  Executive further agrees that on ________, he will return to the Company immediately all Company  property, including, without limitation, keys, equipment, computer(s) and computer equipment, devices, Company  cellular phones, Company  credit cards, data, electronically stored information, lists, correspondence, notes, memos, reports, or other writings prepared by the Company  or himself on behalf of the Company.  


8.    Knowing and Voluntary Release.  Executive understands that it is his choice whether to enter into this Release and that his decision to do so is voluntary and is made knowingly.













9.    No Prior Representations or Inducements.  Executive represents and acknowledges that in executing this Release, he did not rely, and has not relied, on any communications, statements, promises, inducements, or representation(s), oral or written, by any of the TCB Released Parties, except as expressly contained in this Release.


10.    Choice of Law.  This Release shall, in all respects, be interpreted, enforced, and governed under the laws of the State of Texas.  The parties agree that the language of this Release shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for, or against, any of the parties.


11.    Severability.  The Company and Executive agree that should a court declare or determine that any provision of this Release is illegal or invalid, the validity of the remaining parts, terms or provisions of this Release will not be affected and any illegal or invalid part, term, or provision, will not be deemed to be a part of this Release.


12.    Counterparts.  The Company and Executive agree that this Release may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.


Please read carefully as this document includes a release of claims.













IN WITNESS WHEREOF, the Company and Executive hereto evidence their agreement by their signatures.




                                                
Executive Signature [Signature]        Company Representative [Signature]
                            
                                                
Peter Bartholow                Company Representative [Printed Name]
                        
                                                
Date                        Date

















EXHIBIT B


FORM OF WAIVER AND RELEASE OF CLAIMS


MUTUAL RELEASE


This Mutual Release (“Release”), effective as of the date described in Section 6 below (the “Effective Date”), is made and entered into by and between Peter Bartholow (“Executive”) and Texas Capital Bancshares, Inc., (“TCBI”), which is the holding company of Texas Capital Bank, N.A. (“TCB”) (TCBI and TCB collectively, the “Company”).    Terms used in this Release with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Retirement Transition Agreement and Release entered into _________ ___, 2017 by and between TCB and Executive (the “Agreement”).


WHEREAS, Executive and the Company are parties to the Agreement; and


WHEREAS, Section 2(b) of the Agreement provides that Executive is entitled to certain payments and benefits if he signs a release of claims agreement;


NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and adequacy of which are acknowledged, Executive and the Company agree as follows:    


1.    Mutual Release.


(a)    By Executive.  In consideration of the mutual promises contained in the Agreement, including the Company’s promises to pay Executive consideration under Section 2(b) of the Agreement, which are in addition to anything of value to which Executive is already entitled, and the Company’s mutual release of claims in this Release, Executive, on behalf of himself, his heirs, executors, successors and assigns, irrevocably and unconditionally releases, waives, and forever discharges the Company and all of its parents, divisions, subsidiaries, affiliates, joint venture partners, partners, and related companies, and their present and former agents, executives, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “the Company Released Parties”), from any and all claims, demands, actions, causes of action, costs, fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may have against the Company Released Parties relating to or arising out of his employment, compensation and terms and conditions of employment, separation from employment, or retirement, or any terms of the Agreement in effect prior to the Separation Date, from the Effective Date and up to and including the date of this Release. This Release includes, without limitation, (i) claims at law or equity, or (ii) claims sounding in contract (express or implied) or tort, (iii) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act Amendments Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. § 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act, the Genetic Information and Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Texas Commission on Human Rights Act or Chapter 21 of the Texas Labor Code (as amended and renamed from time to time), any federal, state, local or municipal whistleblower protection, wrongful discharge, anti-harassment,  or anti-retaliation statute or ordinance, or any other federal, state, local, or municipal laws of any jurisdiction), (iv) claims arising under the Employee Retirement Income Security Act (except any employee benefits or employee participation rights as contained in the Agreement), or (v) any other statutory or common law claims related to or arising out of his employment, compensation and terms and conditions of employment, separation from employment, retirement, or any terms of the Agreement in effect up through the date of this Release’s execution.  Executive further represents that, as of the date of Executive’s execution of this Release, Executive has not been the victim of any illegal 











or wrongful acts by the Company or any of the Company Released Parties, including, without limitation, discrimination, retaliation, harassment, or any other wrongful act based on any legally protected characteristic.


(b)    By the Company.  In consideration of the mutual promises contained in the Agreement, including Executive’s release of claims, which is in addition to anything of value to which the Company is already entitled, the Company, on behalf of itself and all of its parents, divisions, subsidiaries, affiliates, joint venture partners, partners, and related companies, and their present and former agents, executives, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns, irrevocably and unconditionally releases, waives, and forever discharges, Executive and his heirs, executors, successors and assigns (the “Executive Released Parties”), from any and all claims, demands, actions, causes of action, costs, fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which the Company has, had, or may have against the Executive Released Parties relating to or arising out of his employment, compensation and terms and conditions of employment, separation from employment, retirement, or any terms of the Agreement in effect up through the date of this Release’s execution.  This Release includes, without limitation, claims at law or equity or sounding in contract (express or implied) or tort, claims arising under any federal, state or local laws; or any other statutory or common law claims related to relating to or arising out of Executive’s employment, separation from employment, retirement, or any terms of the Agreement in effect prior to the Separation Date from the Effective Date and up to and including the date of this Release.


2.    No Interference.   Nothing in this Release is intended to interfere with Executive’s right to report possible violations of federal, state or local law or regulation to any governmental or law enforcement agency or entity, or to make other disclosures that are protected under the whistleblower provisions of federal or state law or regulation.  Executive further acknowledges that nothing in this Release is intended to interfere with Executive’s right to file a claim or charge with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (the “EEOC”), any state human rights commission, or any other government agency or entity.  However, by executing this Release, Executive hereby waives the right to recover any damages or benefits in any proceeding Executive may bring before the EEOC, any state human rights commission, or any other government agency or entity or in any proceeding brought by the EEOC, any state human rights commission, or any other government agency or entity on Executive’s behalf with respect to any claim released in this Agreement; except that Executive does not waive any right to, and shall not be precluded from seeking, any government issued award including any whistleblower award pursuant to Section 21F of the Securities Exchange Act of 1934 or similar provision.


3.    No Admission of Liability.  Executive understands and agrees that this Release shall not in any way be construed as an admission by the Company Released Parties of any unlawful or wrongful acts whatsoever against Executive or any other person. The Company Released Parties specifically disclaim any liability to or wrongful acts against Executive or any other person.  The Company understands and agrees that this Release shall not in any way be construed as an admission by the Executive Released Parties of any unlawful or wrongful acts whatsoever against the Company or any other person. The Executive Released Parties specifically disclaim any liability to or wrongful acts against the Company or any other person.


4.    Knowing and Voluntary Waiver.  Executive acknowledges that Executive has had an opportunity to review all aspects of this Release, the Company is advising him in writing and has previously advised him in writing that he should consult an attorney of his own choosing regarding the effect of this Release, and Executive has had a reasonable opportunity to do so, if desired.  Executive understands it is Executive’s choice whether or not to enter into this Release and that Executive’s decision to do so is voluntary and is made knowingly.  Executive acknowledges and understands that this Release specifically releases and waives all rights and claims Executive may have under the Age Discrimination in Employment Act (“ADEA”) prior to the date on which Executive signs this Release.  


5.    Time for Consideration.  Executive acknowledges that he has been given a period of twenty-one (21) calendar days within which to review and consider the provisions of this Release.  Executive understands that if he does not sign this Release before the twenty-one (21) calendar day period expires, the consideration provided for in Section 2(b) of the Agreement and this Release will be withdrawn automatically and the Company’s obligations in Section 2(b) of the Agreement will be null and void.  













6.    Revocation Period.  Executive understands and acknowledges that he has seven (7) calendar days following the execution of this Release to revoke his acceptance of this Release, in which case the provisions in Section 2(b) of the Agreement, as well as Executive’s entitlement to receive the Cash Award, are null and void.  Revocation is only effective if Executive delivers a written notice of revocation to the Company, ATTN: Cara McDaniel, 2000 McKinney Ave., Suite 700, Dallas, TX 75201, within seven (7) days after execution of this Release.  Executive understands that the Company’s obligations under Section 2(b) of the Agreement do not become effective until after the seven (7) day revocation period has expired without Executive’s revocation.  This Release will become effective, enforceable and irrevocable on the eighth (8th) day after the date on which it is executed by Executive (the “Effective Date”).  If Executive does not revoke the Release within the revocation period, the Company shall commence the payments under Section 2(b) of the Agreement in accordance with the terms of the Agreement. 


7.    No Prior Representations or Inducements; Entire Agreement.  This Release sets forth the entire agreement between the parties concerning the subject matter in this Release, and fully supersedes any and all prior agreements, promises, understandings, or representations between the Parties, whether oral or written, pertaining to the subject matter of this Release and Executive’s employment with the Company, apart from the Agreement, the Performance Award Agreements, the Officer Indemnification Agreement by and between the Company and Executive dated July 1, 2014 (the “Indemnification Agreement”), and the Cash-Based Performance Unit Award Agreement by and between the Company and Executive dated ________ __, 2017 (the “Cash-Based Performance Award Agreement”).  The Company and Executive acknowledge and agree that the Performance Award Agreements (as amended by the Agreement), the Indemnification Agreement, and the Cash-Based Performance Award Agreement shall remain in full force and in effect after the Separation Date and that their respective obligations and duties thereunder are not in any way modified or superseded by this Release.  Executive represents and acknowledges that in executing this Release, he does not rely, and has not relied, upon any prior oral or written communications, promises, statements, agreements, inducements, understandings or representations by the Company or any of the Company Released Parties, except as expressly contained in this Release or the Agreement.  No oral statements or other prior written material not specifically incorporated into the Agreement or this Release shall be of any force and effect.  The parties are entering into this Release based on their own judgment.


8.    Choice of Law.  This Release shall, in all respects, be interpreted, enforced, and governed under the laws of the State of Texas.  Executive and the Company agree that the language of this Release shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for, or against, any of the parties.


9.    Venue.    Section 10(b) of the Employment Agreement shall govern any dispute relating to or arising out of this Release.


10.    Severability.  The Company and Executive agree that should a court declare or determine that any provision of this Release is illegal or invalid, the validity of the remaining parts, terms or provisions of this Release will not be affected and any illegal or invalid part, term, or provision, will not be deemed to be a part of this Release.


11.    Known Violations.  Executive represents and warrants that Executive is not aware of any illegal acts committed by or on behalf of the Company and represents that if Executive is or had been aware of any such conduct, that Executive has properly reported the same to a member of the executive leadership team in writing.  Executive further represents and warrants that Executive is not aware of any (i) violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, or (ii) any facts, basis or circumstances relating to any alleged violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind.  If Executive learns of any such information, Executive shall immediately inform the Company’s Chief Risk Officer. 


12.    Counterparts.  The Company and Executive agree that this Release may be executed in any number of counterparts (including via electronic signatures and exchange of PDF documents via email), each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.   


{Remainder of Page Intentionally Left Blank}











PLEASE READ CAREFULLY - THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS, INCLUDING A RELEASE OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.  BEFORE SIGNING THIS AGREEMENT, YOU MAY TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT.  IF YOU CHOOSE, DISCUSS THIS AGREEMENT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).


My signature below means that I have read this Release and agree and consent to all the terms and conditions contained in this Release. 


IN WITNESS WHEREOF, the Company and Executive hereto evidence their agreement by their signatures.


Accepted and AGREED TO BY:




Executive




___________________________________
Peter Bartholow    


___________________________________
Date




TEXAS CAPITAL BANCSHARES, INC.
texas capital bank, n.a.                    




By:    _____________________________
    
Title:    _____________________________


Date:    _____________________________