EXHIBIT 10.2


 





EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is dated as of October 25, 2019 (the “Execution Date”), and is entered
into by and between Steve Thompson (“Executive”) and Hilltop Holdings Inc., a Maryland corporation (“HTH”
or the “Company”), on behalf of itself and all of its subsidiaries (collectively “Employer”).
As an inducement to render services to HTH’s wholly owned, indirect subsidiary, its mortgage company, PrimeLending, a PlainsCapital
Company, Executive and Employer agree as follows:


 


		1.	Employment. Upon the terms and subject to the conditions contained in this Agreement,
Executive agrees to provide full-time services for Employer during the Term (hereinafter defined). Executive agrees to devote his
best efforts to the business of Employer, and shall perform his duties in a diligent, trustworthy and business-like manner, all
for the purpose of advancing the business of Employer.



 


		2.	Duties. The duties of Executive shall be those duties that can reasonably be expected
to be performed by a person with the title of President and Chief Executive Officer of a national mortgage company and its subsidiaries.
Upon reasonable notice, the Executive’s duties may, from time to time, be reasonably changed or modified and only at the
approval and discretion of the President of HTH. Executive has received and is familiar with Employer’s employment, ethics
and insider trading policies and procedures, and understands and agrees his duties include compliance with such policies and procedures,
as amended from time to time.



 


		3.	Salary and Benefits.



 


		(a)	Base Salary. Employer shall, during the Term, pay Executive an annual base salary
of Seven Hundred Twenty-Five Thousand Dollars ($725,000). Such salary shall be paid in accordance with the then current payroll
practices of Employer, less applicable withholding and salary deductions. Base salary shall be reviewed at least annually by the
Company, but may not be reduced.



 


		(b)	Annual Incentive Bonus. During the Term, Executive shall be eligible to participate
in an annual incentive bonus program adopted by the Compensation Committee (the “Compensation Committee”) of
the Board of Directors of the Company (the “Board”), or whomever is delegated such authority by the Board (the
 “Incentive Bonus”). The Incentive Bonus shall not be based upon performance criteria that would encourage Executive
to take any unnecessary and excessive risks that threaten the value of Employer. Subject to the terms of the annual incentive bonus
program, any bonus payable under this Section 3(b) shall be paid on or before March 15 of the year following the year for
which the bonus is payable.



 






     


     


    

 


		(c)	Long-Term Incentive Awards. As soon as administratively practical following the
                                                               Effective Date, Executive shall receive a grant of restricted stock units with respect to the number of shares of the common
                                                               stock of the Company having a fair market value on the date of grant equal to One Hundred Twenty-Five Thousand Dollars
                                                               ($125,000) (the “Sign-On Grant”). The Sign-On Grant shall be subject to the terms and conditions of the
                                                               Hilltop Holdings Inc. 2012 Equity Incentive Plan and an award agreement between Executive and Employer, which terms shall
                                                               include, without limitation, cliff vesting of the Sign-On Grant on December 31,
2022, subject to early termination or forfeiture in accordance with the terms of the award agreement. Executive also shall be eligible
to participate in any long-term incentive award programs adopted by the Compensation Committee, or whomever is delegated such authority
by the Board (an “LTIP Award”). An LTIP Award shall be subject to the terms and conditions of the applicable
long-term incentive award program and an award agreement between Executive and Employer. An LTIP Award shall not be based upon
performance criteria that would encourage Executive to take any unnecessary and excessive risks that threaten the value of Employer.
Executive agrees to execute any documents requested by Employer in connection with the grant of the Sign-On Grant and any LTIP
Award pursuant to this Section 3(c). Notwithstanding the foregoing, with respect to the LTIP Award contemplated to be made
pursuant to the 2020 LTIP Plan in the first calendar quarter of 2020 relating to the period ended December 31, 2022, Executive
shall receive an LTIP Award equal in value to at least $300,000 in the aggregate as of the date of grant, provided Executive is
employed by Employer on the date of grant of such LTIP Award. Notwithstanding anything in this Agreement to contrary, the Hilltop
Holdings Inc. 2012 Equity Incentive Plan or any new or successor plan, as such plans are amended, modified or supplemented from
time to time, and the award agreements evidencing the grants provided for in this Section 3(c) shall control and govern.



 


		(d)	Reimbursement of Expenses. Employer shall reimburse Executive for all out-of-pocket
expenses incurred by Executive in the course of his duties, in accordance with Employer’s normal policies. Executive shall
be required to submit to Employer appropriate documentation supporting such out-of-pocket expenses as a prerequisite to reimbursement
in accordance with Employer’s normal policies. The amount of expenses eligible for reimbursement under this Section 3(d)
during a calendar year shall not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement of eligible
expenses shall be made on or before the last day of the calendar year following the calendar year in which the expenses were incurred.



 


		(e)	Employee Benefits. During the Term, Executive shall be entitled to participate in
the employee benefit programs generally available to employees of Employer.



 


		(f)	Benefits Not in Lieu of Compensation. No benefit or perquisite provided to Executive
shall be deemed to be in lieu of base salary or other compensation.



 


		4.	Term of Agreement. This Agreement shall be binding upon the Execution Date and automatically
become effective on January 1, 2020 (the “Effective Date”). Unless earlier terminated pursuant to the terms
of this Agreement, this Agreement shall remain in effect until December 31, 2022 (such date being referred to herein as the “Term
Date” and such period form the Effective Date to the earlier of the Term Date or termination of this Agreement being
referred to herein as the “Term”). Unless Employer and Executive agree in writing to extend the Term of this
Agreement at any time on or before the Term Date, this Agreement shall automatically expire on the Term Date.



 


		5.	General Termination Provisions. If Executive has a Termination of Employment during
the Term, other than under the provisions of Section 6, then upon such Termination of Employment, Employer will be liable
to Executive for all payments (if any) as described in this Section 5, as follows:



 


		(a)	Termination by Employer. Employer may terminate Executive’s employment and
this Agreement under this Section 5 only upon the occurrence of one or more of the following events and under the conditions
described below.



 


		(i)	Termination For Cause. Employer may discharge Executive for Cause (hereinafter defined),
and, upon such Termination of Employment, this Agreement shall terminate immediately (except for such provisions of this Agreement
that expressly survive termination hereof) and Executive shall only be entitled to receive:



 


		(A)	Executive’s base salary through the effective date of such Termination of Employment at the
annual rate in effect at the time Notice of Termination is given, payable within ten (10) business days after the effective date
of such Termination of Employment;



 


		(B)	all earned and unpaid and/or vested, nonforfeitable amounts owing at the effective date of such
Termination of Employment under this Agreement or any compensation and benefit plans, programs, and arrangements of Employer and
its affiliates in which Executive theretofore participated, payable in accordance with the terms and conditions of this Agreement
or the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits
were granted; and



 


		(C)	reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance
with Employer policy prior to the effective date of such Termination of Employment (collectively, (A) through (C) immediately above
shall be the “Accrued Amounts”).



 


		(ii)	Termination Without Cause. If Employer shall discharge Executive without Cause (other
than pursuant to a Change in Control as described in Section 6), then upon such Termination of Employment, this Agreement
shall terminate immediately (except for such provisions of this Agreement that expressly survive termination hereof) and Executive
shall be entitled to receive the Accrued Amounts. In addition, conditioned upon Executive’s execution and delivery to Employer
of a release, in a form provided by Employer, within forty-five (45) days following such Termination of Employment, Executive shall
be entitled to receive:



 


		(A)	any portion of the Sign-On Grant or any other LTIP Award granted to Executive that vests pursuant
to the terms of the applicable award agreement;



 






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		(B)	a cash amount equal to one (1) times the sum of (1) the annual base salary rate of Executive immediately
prior to the effective date of such Termination of Employment, and (2) an amount equal to the Incentive Bonus paid to Executive
in respect of the calendar year immediately preceding the year of the Termination of Employment, payable in a lump-sum payment
within sixty (60) days of the effective date of such Termination of Employment; and



 


		(C)	an amount equal to the cost of COBRA for the Executive and his immediate family for a period of
twelve (12) months following the date of such Termination of Employment.



 


		(iii)	Termination Because of Death or Disability. In the event of Executive’s death
or disability (within the meaning of Employer’s disability policy that is in effect at the time of disability), upon such
Termination of Employment, this Agreement shall terminate immediately and Executive (or his estate) shall be entitled to receive
(X) the Accrued Amounts, (Y) items (A) and (C) immediately above in Section 5(a)(ii) and (Z) a pro rata portion of Executive’s
target Incentive Bonus for such period, provided, however, in the case of Executive’s disability, vesting of the Sign-On
Grant and any other LTIP Award granted shall be conditioned upon Executive’s (or Executive’s legal guardian’s)
execution and delivery to Employer of a release, in a form provided by Employer, within forty-five (45) days following such Termination
of Employment.



 


		(b)	Termination by Executive. Executive may voluntarily terminate this Agreement at any
time following its execution. If Executive shall voluntarily terminate his employment for any reason, this Agreement shall terminate
immediately (except for such provisions of this Agreement that expressly survive termination hereof) and Executive shall only be
entitled to receive the Accrued Amounts.



 


		6.	Termination Upon Change in Control.



 


		(a)	Upon the discharge of Executive by Employer without Cause within the twelve (12) months immediately
following, or the six (6) months immediately preceding, a Change in Control, then upon such Termination of Employment, this Agreement
shall terminate immediately (except for such provisions of this Agreement that expressly survive termination hereof) and Executive
shall be entitled to receive the Accrued Amounts. In addition, conditioned upon Executive’s execution of a release, in a
form provided by Employer, within forty-five (45) days following such Termination of Employment, Executive shall be entitled to
receive:



 


		(i)	full vesting of the Sign-On Grant and any other LTIP Award granted to Executive;



 


		(ii)	a cash amount equal to two (2) times the sum of (A) the annual base salary rate of Executive immediately
prior to the effective date of such Termination of Employment, and (B) an amount equal to the Incentive Bonus paid to Executive
in respect of the calendar year immediately preceding the year of the Termination of Employment, payable in a lump-sum
payment within sixty (60) days of the effective date of such Termination of Employment (or, if later, the effective date of the
Change in Control); and



 






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		(iii)	an amount equal to the cost of COBRA for the Executive and his immediate family for a period of
twelve (12) months following the date of such Termination of Employment.



 


		(b)	Anything in this Section 6 to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution made, or benefit provided, by Employer to or for the benefit of Executive pursuant to this Agreement
or any plan, program, or arrangement of Employer (whether paid or payable or distributed or distributable or provided pursuant
to the terms hereof or otherwise) would constitute a “parachute payment” as defined in Section 280G of the Internal
Revenue Code (as then in effect, together with the rules promulgated thereunder, the “Code”), then the benefits
payable to Executive under this Agreement or such plan, program, or arrangement shall be reduced so that the aggregate present
value of all payments in the nature of compensation to (or for the benefit of) Executive that are contingent on a change of control
(as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less than the amount that Executive could receive without
being considered to have received any parachute payment (the amount of this reduction in the benefits payable is referred to herein
as the “Excess Amount”). The determination of the amount of any reduction required by this Section 6(b)
shall be made by an independent accounting firm selected by Employer, and such determination shall be conclusive and binding on
the parties hereto.



 


		(c)	Notwithstanding anything to the contrary contained herein, any amounts payable to Executive pursuant
to Section 6(a) shall be reduced by any amounts previously received by Executive pursuant to Section 5 above.



 


		7.	Definitions.



 


		(a)	Cause. “Cause” for termination shall mean that, prior to any termination
pursuant to Section 5(a)(i) hereof, Executive shall have committed or caused:



 


		(i)	an act of fraud, embezzlement or theft;



 


		(ii)	Employer is required to remove or replace Executive by formal order or formal or informal instruction,
including a requested consent order or agreement, from the Federal Reserve or any other regulatory or administrative authority
having jurisdiction;



 


		(iii)	intentional breach of fiduciary duty involving personal profit;



 


		(iv)	intentional wrongful disclosure of trade secrets or confidential information of Employer;



 


		(v)	intentional violation of any law, rule or regulation (other than traffic violations or similar
offenses) or final cease and desist order;



 






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		(vi)	intentional action or inaction that causes material economic harm to Employer;



 


		(vii)	an intentional violation of the Company’s or Employer’s written policies, standards
or guidelines applicable to Executive; or



 


		(viii)	the failure or refusal of Executive to follow the reasonable lawful directives of the Company’s
President.



 


	 	provided, however, that none of the actions described in clauses (iv) through (vii) above shall constitute grounds for
a “Cause” termination unless any such act or actions shall have been determined by the Compensation Committee to have
been materially harmful to Employer. For the purposes of this Agreement, no act or failure to act on the part of Executive shall
be deemed “intentional” unless done or omitted to be done by Executive not in good faith and without reasonable belief
that his action or omission was in the best interest of Employer and upon prior written notice to the Executive.
	 	 
	 	Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to Executive
a copy of a resolution duly adopted by the affirmative vote of not less than a majority (50.1%) of the members of the Compensation
Committee then in office at a meeting of the Compensation Committee called and held for such purpose (after reasonable notice
to Executive and an opportunity for Executive, together with his counsel, to be heard before such members), finding that in the
good faith opinion of such members, Executive had committed an act set forth above in this Section 7(a) and specifying
the particulars thereof in detail.




 


		(b)	Change in Control. A “Change in Control” means and shall be deemed
to have occurred for purposes of this Agreement if and when any of the following occur:



 


		(i)	The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3)
                                                             or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a
                                                             “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
                                                             thirty-three percent (33%) or more of either (A) the then outstanding shares of common stock of the Company (the
                                                             “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting
                                                             securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
                                                             Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not
                                                             constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any
                                                             acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled
                                                             by the Company, (4) any acquisition by a Person who holds or controls entities that, in the aggregate (including the holdings
                                                             of such Person), hold or control ten percent (10%) or more of the Outstanding Company Common Stock or the Outstanding Company
                                                             Voting Securities on the Effective Date, or (5) any acquisition by any entity pursuant to a transaction which complies with
                                                             clauses (A), (B), and (C) of subsection (iii) of this Section 7(b);



 






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		(ii)	Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;



 


		(iii)	Consummation of a reorganization, merger, statutory share exchange or consolidation or similar
transaction involving the Company or any of its subsidiaries with a third party or sale or other disposition of all or substantially
all of the assets of the Company to a third party, or the acquisition of assets or securities of another entity by the Company
or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination,
(A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly
or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock (or, for a non-corporate
entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination,
or any Person who holds or controls entities that, in the aggregate (including the holdings of such Person), hold or control ten
percent (10%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities on the Effective Date)
beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of
common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate
entity, the equivalent body) of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or






 






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		(iv)	The approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company.



 


		(c)	Notice of Termination. “Notice of Termination” shall mean a notice
that shall indicate the specific termination provision in this Agreement relied upon and the termination date, and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for Termination of Employment under the provision so
indicated. Any purported Termination of Employment by Employer or by Executive (other than due to Executive’s death) shall
be communicated by written Notice of Termination to the other party hereto in accordance with Section 12 hereof.



 


		(d)	Termination of Employment. “Termination of Employment” shall mean a “separation
from service” as such term is defined in the regulations issued under Section 409A.



 


		8.	Governing Law. THIS AGREEMENT IS MADE AND ENTERED INTO IN THE STATE OF TEXAS, AND
THE LAWS OF TEXAS SHALL GOVERN ITS VALIDITY AND INTERPRETATION IN THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE DUTIES AND
OBLIGATIONS.



 


		9.	Entire Agreement. This Agreement constitutes the entire agreement between the parties
concerning the employment of Executive, and there are no representations, warranties or commitments other than those in writing
executed by all of the parties. This is an integrated agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the
right thereafter to insist upon strict adherence to that term or any other term of this Agreement.



 


		10.	Arbitration.



 


		(a)	Executive and Employer acknowledge and agree that any claim or controversy arising out of or relating
to this Agreement or the breach of this Agreement or any other dispute arising out of or relating to the employment of Executive
by Employer, shall be settled by final and binding arbitration in the City of Dallas, Texas, in accordance with the Employment
Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises.



 


		(b)	All claims or controversies subject to arbitration shall be submitted to arbitration within
                                                               six (6) months from the date the written notice of a request for arbitration is effective. All claims or controversies shall
                                                               be resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of Texas and who are
                                                               experienced in the arbitration of labor and employment disputes. These arbitrators shall be selected in accordance with the
                                                               Employment Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy is
                                                               commenced. Either party may request that the arbitration proceeding be stenographically
recorded by a Certified Shorthand Reporter. The arbitrators shall issue a written decision with respect to all claims or controversies
within thirty (30) days from the date the claims or controversies are heard in arbitration. The parties shall be entitled to be
represented by legal counsel at any arbitration proceeding. The arbitrators may award actual attorney’s fees and costs to
a party in a manner determined by such arbitrators.



 






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		(c)	Employer and Executive acknowledge and agree that the arbitration provisions in Sections 10(a)
and 10(b) may be specifically enforced by either party and submission to arbitration proceedings compelled by any court of
competent jurisdiction. Employer and Executive further acknowledge and agree that the decision of the arbitrators may be specifically
enforced by either party in any court of competent jurisdiction.



 


		(d)	Notwithstanding the arbitration provisions set forth above, Executive and Employer acknowledge
and agree that nothing in this Agreement shall be construed to require the arbitration of any claim or controversy arising under
the NON-DISCLOSURE OF CONFIDENTIAL INFORMATION, NON-INTERFERENCE, NON-COMPETITION, and NON-DISPARAGEMENT provisions set forth at
Sections 13 through 16 of this Agreement. These provisions shall be enforceable by any court of competent jurisdiction and
shall not be subject to ARBITRATION pursuant to Sections 10(a)-(c). Executive and Employer further acknowledge and agree
that nothing in this Agreement shall be construed to require arbitration of any claim for workers’ compensation benefits
(although any claims arising under Tex. Labor Code § 450.001 shall be subject to arbitration) or unemployment compensation.



 


		11.	Assistance in Litigation; Class Action Waiver. Executive shall make himself available,
upon the request of Employer, to testify or otherwise assist in litigation, arbitration or other disputes involving Employer, or
any of its directors, officers, employees, subsidiaries or parent corporations, during the Term of this Agreement and at any time
following the termination of this Agreement. Executive hereby waives any right or ability to be a class or collective action representative
or to otherwise recover damages in any putative or certified class, collective, or multi-party action or proceeding against Employer
or any of its affiliates.



 


		12.	Notice. Any notice or communication required or permitted to be given to the parties
shall be delivered personally or sent by United States registered or certified mail, postage prepaid and return receipt requested,
and addressed or delivered as follows, or to such other address as the party addressed may have substituted by notice pursuant
to this Section. Any notice given pursuant to this Section 12 will be effective immediately upon delivery if delivered in
person or three (3) days after mailing deposited in the United States addressed as set forth below:



 


		(a)	If to Employer:



 


Prior to January 31, 2020:


 


Hilltop Holdings Inc.


2323 Victory Avenue, Suite 1400


Dallas, Texas 75219


Attention: General Counsel


 






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After January 31, 2020:


 


Hilltop Holdings Inc.


6565 Hillcrest Avenue, 6th
Floor


University Park, Texas 75205


Attention: General Counsel


 


		(b)	If to Executive:



 


Steve Thompson


18111 Preston Road, Suite 900


Dallas, Texas 75252


 


		13.	Non-Disclosure of Confidential Information. Employer agrees to provide Executive
access to Employer’s Confidential Information, which information will be necessary to Executive’s performance of the
duties and responsibilities contemplated herein. Executive acknowledges that such Confidential Information is a valuable asset
of Employer and that any disclosure or unauthorized use of any Confidential Information by Executive will cause irreparable harm
and loss to Employer. For the purposes of this Agreement, “Confidential Information” shall mean trade secrets,
confidential or proprietary information, including, but not limited to the following: methods of operation, products, inventions,
services, processes, equipment, know-how, technology, technical data, policies, strategies, designs, formulas, developmental or
experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or
tables, software, development tools or techniques, training procedures, training techniques, training manuals, business information,
marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes, infrastructure,
business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial data and information,
customer and client information, prices and costs, fees, customer and client lists and profiles, employee, customer and client
nonpublic personal information, supplier lists, business records, product construction, product specifications, audit processes,
pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports,
recommendations and conclusions, information regarding the skills and compensation of employees and contractors of Employer, and
other business information disclosed to Executive by Employer, either directly or indirectly, in writing, orally, or by drawings
or observation. Confidential Information does not include, and there shall be no obligation hereunder with respect to, information
that (a) is generally available to the public on the Effective Date, (b) becomes generally available to the public other than as
a result of a disclosure not otherwise permissible hereunder, or (c) was known by Executive prior to his employment by Employer.
Executive agrees that during the term of this Agreement and thereafter, Executive will not disclose any Confidential Information.



 


		i.	Upon the termination of Executive’s employment for any reason, Executive shall immediately
return and deliver to Employer any and all Confidential Information, software, devices, cell phones, personal data assistants,
credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records,
documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to
Employer or relate to Employer’s business and that
are in Executive’s possession, custody or control, whether prepared by Executive or others. If at any time after termination
of Executive’s employment Executive determines that Executive has any Confidential Information in Executive’s possession
or control, Executive shall immediately return to Employer all such Confidential Information in Executive’s possession or
control, including all copies and portions thereof.



 






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		ii.	Throughout Executive’s employment with Employer and thereafter: (A) Executive shall hold
all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure
to any unauthorized person, and follow all Company policies protecting the Confidential Information; and (B) Executive shall not,
directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information,
other than in the proper performance of Executive’s duties.



 


		14.	Non-Interference. Executive covenants and agrees that that during the Term of this
Agreement, and for a period of twelve (12) months following the earlier of (i) his Termination of Employment for any reason or
(ii) the termination of this Agreement (the “Non-Solicit Restricted Period”), Executive shall not, on behalf
of Executive or any third party: (A) recruit, hire or attempt to recruit or hire other employees of Employer, directly or by assisting
other employees of Employer or others, nor shall Executive contact or communicate with any other employees of Employer for the
purpose of inducing other employees of Employer to terminate their employment with Employer and (B) solicit or attempt to solicit
business, directly or indirectly, from the Employer’s clients, customers, borrowers, accountholders, and policyholders with
whom Executive had material contact during employment for the purpose of selling products or providing services that are competitive
with those sold or provided by Employer. For purposes of this covenant, (X) “Material contact” exists between Executive
and each client, customer, borrower, accountholder, and policyholder with whom Executive dealt on behalf of Employer, whose dealings
with Employer were coordinated or supervised by Executive, about whom Executive obtained Confidential Information in the ordinary
course of business as a result of Executive’s employment with Employer, or who purchased products or received services from
Employer and for which Executive received compensation, commissions, or earnings during the year prior to the date Executive ceased
employment with Employer, and (Y) “other employees of Employer” shall refer to employees who are still actively employed
by or doing business with Employer at the time of the attempted recruiting or hiring.



 


		15.	Non-Competition. Ancillary to his promise to protect the Confidential Information
of Employer, Executive covenants and agrees that during the Term of this Agreement and for a period of twelve (12) months following
the Executive’s Termination of Employment for any reason (the “Non-Compete Restricted Period”), Executive
shall not, other than in connection with Executive’s duties under this Agreement, engage or invest in, own, manage, operate,
finance, control, participate in the ownership, management, operation, financing or control of, be employed by, associated with
or in any manner connected with, lend Executive ‘s name or any similar name to, lend Executive ‘s credit to or render
services or advice to any business that provides services of investment banking, consumer banking, commercial banking, financial
advisory services, municipal finance, mortgage banking, residential mortgage brokerage, commercial mortgage brokerage, trading,
sales or underwriting of securities, clearing, stock lending, structured products, retail or institutional securities brokerage,
equipment leasing, personal property leasing, personal insurance, commercial insurance or other financial services of any type whatsoever anywhere
within the State of Texas; provided, however, Executive may purchase or otherwise acquire up to (but not more than) one percent
(1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such
securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities
Exchange Act of 1934.



 






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Executive further acknowledges
that:


 


		(a)	The services to be performed by Executive under this Agreement are of a special, unique, unusual,
extraordinary and intellectual character;



 


		(b)	Employer’s business is nationwide in scope and its products and services are marketed throughout
the United States of America;



 


		(c)	Employer competes with other businesses that are or could be located in any part of the United
States of America; and



 


		(d)	The provisions of this Section 15 are reasonable and necessary to protect Employer’s
business.



 


		16.	Non-Disparagement.During
                                         the term of this Agreement and after Executive’s Termination of Employment for
                                         any reason, Executive agrees not to, directly or indirectly, disclose, communicate, or
                                         publish any disparaging, negative, harmful, or disapproving information, written communications,
                                         oral communications, electronic or magnetic communications, writings, oral or written
                                         statements, comments, opinions, facts, or remarks, of any kind or nature whatsoever (collectively,
                                         “Disparaging Information”), that disparages the reputation of Employer,
                                         its products, services, directors or employees. Executive acknowledges that in executing
                                         this Agreement, he has knowingly, voluntarily, and intelligently waived any free speech,
                                         free association, free press, or First Amendment to the United States Constitution (including,
                                         without limitation, any counterpart or similar provision or right under the Texas Constitution)
                                         rights to disclose, communicate, or publish Disparaging Information concerning or related
                                         to Employer. Executive further acknowledges and agrees that any breach or violation of
                                         this non-disparagement provision shall entitle Employer to seek injunctive relief to
                                         prevent any future breaches of this provision and/or to sue Executive under the provisions
                                         of this Agreement for the immediate recovery of any damages caused by such breach. Notwithstanding
                                         anything in this Agreement to the contrary, nothing shall impair any party’s legally
                                         protected rights under the whistleblower provisions of any applicable federal law or
                                         regulation, including under Rule 21F of the Securities Exchange Act of 1934, as amended.



 


		17.	Tolling. If Executive violates any of the restrictions contained in Sections 13
through 16, the Non-Solicit Restricted Period and the Non-Compete Restricted Period shall be suspended and shall not run in
favor of Executive from the time of the commencement of any violation until the time when Executive cures the violation to the
satisfaction of Employer; the period of time in which Executive is in breach shall be added to the Non-Solicit Restricted Period
and Non-Compete Restricted Period.



 






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		18.	Injunctive Relief and Additional Remedy. Executive acknowledges that the injury suffered
by Employer as a result of a breach of Sections 13 through 16 of this Agreement would be irreparable and that an award of
money damages to Employer for such a breach would be an inadequate remedy. Consequently, Employer shall have the right, in addition
to any other rights it may have, to obtain relief to restrain any breach or threatened breach or otherwise to specifically enforce
Sections 13 through 16 of this Agreement, and Employer will not be obligated to post bond or other security in seeking such
relief. Without limiting Employer’s rights under this Section 18 or any other remedies of Employer, if Executive breaches
the provisions of Sections 13 through 16, Employer shall have the right to cease making payments otherwise due to Executive
under this Agreement.



 


		19.	Reasonableness. Executive hereby represents to Employer
that Executive has read and understands, and agrees to be bound by, the terms of Sections 13 through 16. Executive acknowledges
that the geographic scope and duration of the covenants contained in Sections 13 through 16 are fair and reasonable in light
of (a) the nature and wide geographic scope of the operations of Employer’s business; (b) Executive’s level of control
over and contact with the business; and (v) the amount of compensation, trade secrets and Confidential Information that Executive
is receiving in connection with Executive’s employment by Employer. It is the desire and intent of the Parties that the provisions
of Sections 13 through 16 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in
effect and therefore, to the extent permitted by applicable law, Executive and Employer hereby waive any provision of applicable
law that would render any provision of Sections 13 through 16 invalid or unenforceable.



 


		20.	Binding Agreement and Successors. This Agreement shall inure to the benefit of and
be enforceable by Executive’s and Employer’s respective personal or legal representatives, executors, administrators,
assigns, successors, heirs, distributees, devisees, and legatees. Notwithstanding anything herein to the contrary, the duties of
Executive hereunder are personal in nature and may not be assigned to any other person or entity. If Executive should die while
any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to his devisee, legatee, or other designee, or, if there be no such
designee, to his estate. In the event of a Change in Control, Employer shall require any successor (whether direct or indirect,
by purchase, merger consolidation or otherwise) to all or substantially all of the business and/or assets of Employer, by agreement
in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that Employer would be required to perform it if no such succession had taken place.



 


		21.	No Mitigation of Amounts Payable Hereunder. Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Agreement be reduced by any compensation earned by Executive as the result of employment by another
employer after the date of termination or otherwise.



 


		22.	Captions. The captions of this Agreement are inserted for convenience and are not
part of the Agreement.



 






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		23.	Gender and Number. Words of any gender used in this Agreement shall be held and construed
to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context
requires otherwise.



 


		24.	Severability. In case of any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any other respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement. This Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been a part of the Agreement and there shall be deemed substituted therefor such other provision as will most
nearly accomplish the intent of the parties to the extent permitted by the applicable law.



 


		25.	Amendment. Except as otherwise provided herein, this Agreement may not be alter,
amended or modified at any time except by a written instrument approved by the Compensation Committee, and executed by Employer
and Executive. Any attempted amendment or modification without such approval and execution shall be null and void ab initio and
of no effect. Notwithstanding the foregoing provisions of this Section 25, the Compensation Committee may change or modify
this Agreement without Executive’s consent or signature if the Compensation Committee determines, in its sole discretion,
that such change or modification is required for purposes of compliance with or exemption from the requirements of Section 409A.



 


		26.	No Waiver. No waiver by either party at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at any time.



 


		27.	Survival of Provisions. The covenants and agreements of the parties set forth in
Sections 5 and 6, Sections 8 through 21 and Sections 29 through 33 are of a continuing nature and shall survive the expiration,
termination or cancellation of this Agreement, regardless of the reason therefor.



 


		28.	Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.



 


		29.	Section 409A. In the event that it is reasonably determined by Employer or Executive
that, as a result of Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified
deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof,
as the case may be, without causing Executive to be subject to an income tax penalty and interest, Employer will make such payment
(with interest thereon) on the first day that would not result in Executive incurring any tax liability under Section 409A. In
addition, other provisions of this Agreement or any other plan notwithstanding, Employer shall have no right to accelerate any
such payment or to make any such payment as the result of an event if such payment would, as a result, be subject to the tax imposed
by Section 409A.



 


		30.	Six Month Delay. 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 Employer constitute deferred compensation subject to Section 409A; (ii) Executive is deemed at the time of his Termination
of Employment to be a “specified employee” under Section 409A; and (iii) at the time of Executive’s Termination
of Employment, Employer is publicly traded (as
defined in Section 409A), then such payments (other than any payments permitted by Section 409A to be paid within six (6) months
of Executive’s Termination of Employment) shall not be made until the earlier of (x) the first day of the seventh (7th)
month following Executive’s Termination of Employment or (y) the date of Executive’s death following such Termination
of Employment. 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 Employer. 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 30 (together with accrued interest thereon) shall be paid to Executive or Executive’s
beneficiary in one lump sum.



 






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		31.	Protection of Trade Secrets. Nothing in this Agreement diminishes or limits any protection
granted by law to trade secrets or relieves Executive of any duty not to disclose, use, or misappropriate any information that
is a trade secret, for as long as such information remains a trade secret.



 


		32.	Defend Trade Secrets Act (DTSA) Notice. Under the federal Defend Trade Secrets Act
of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; (b) is made to Executive’s
attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law; or (c) is made
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 



 


		33.	Reports to Government Agencies. Executive understands that nothing in this Agreement
or any other policy or agreement with Employer is intended to or shall prohibit Executive from reporting possible violations of
law or regulation or providing documents to any governmental agency or entity, including, but not limited to, the Department of
Justice, the Securities and Exchange Commission, the Congress or any Inspector General, or making other disclosures that are protected
under the whistleblower provisions of federal law or regulation. Executive further understands that Executive is not required to
obtain the prior authorization of Employer or any other person to make any such reports or disclosures, and that Executive is not
required to notify Employer or any other person that such reports or disclosures have been made.



 


SIGNATURE
PAGE FOLLOWS


 






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IN WITNESS WHEREOF, each of Company and
Executive has executed this Agreement as of the day and year first above written


 


	 	EXECUTIVE
	 	 
	 	 
	 	/s/ STEVE THOMPSON
	 	Name: Steve Thompson
	 	 
	 	 
	 	HILLTOP HOLDINGS INC.
	 	 
	 	 
	 	By:	/s/ JEREMY B. FORD
	 	Name:  	Jeremy B. Ford
	 	Its:	President & Co-Chief Executive Officer



 






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