EXHIBIT
10.1


 


RETENTION AGREEMENT


 


THIS RETENTION AGREEMENT (this “Agreement”)
is made and entered into as of October 25, 2019, by and between Todd L. Salmans (the “Executive”) and Hilltop
Holdings Inc., a Maryland corporation (together with its affiliates and subsidiaries, the “Company”).


 


WITNESSETH THAT:


 


The Company has determined that it is in
its best interests to ensure that the Company will have the continued dedication of the Executive following the assumption of the
Executive’s current role as Chief Executive Officer of PrimeLending, a PlainsCapital Company (“Prime”)
by Steve Thompson. Therefore, in order to accomplish these objectives, the Executive and the Company desire to enter into this
Agreement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth below, and for other good and valuable consideration, it is hereby covenanted and agreed
by the Executive and the Company as follows:


 


1.                  
Effective Date. The “Effective Date” shall mean January 1, 2020.


 


2.                  
Positions and Duties. Subject to the earlier termination of the Executive’s employment, the Executive shall
have the following duties:


 


a.                  
As of the Effective Date, the Executive hereby resigns from all positions with the Company, other than Chairman of the Board
of Directors of Prime.


 


b.                  
Subject to the continued employment of the Executive by the Company, and excluding any periods of vacation and sick leave
to which the Executive is entitled, the Executive agrees to devote his attention and time to (W) assisting and advising the Chief
Executive Officer of Prime with respect to the transition of the Executive’s roles (X) advising the Chief Executive Officer
of Prime with respect to the business and strategies of Prime; (Y) attending events hosted by Prime and (Z) remaining active in
the mortgage industry. Notwithstanding the foregoing provisions of this Section 2(b), the Executive may (i) serve as a director,
trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations;
(ii) serve as a director of any for-profit business, with the prior consent of the President of the Company (which consent shall
not be unreasonably withheld); and (iii) acquire passive investment interests in one or more entities, to the extent that such
other activities do not inhibit or interfere with the performance of his duties under this Agreement or, to the knowledge of the
Executive, conflict in any material way with the business or policies of the Company or any affiliate thereof. In the event that
the Executive is serving as a director of or otherwise participating in any not-for-profit entity that does not inhibit or interfere
with the performance of his current duties and does not conflict in any material way with the business or policies of the Company,
the Executive may continue to conduct such activities. As used in this Agreement, the term “affiliates” shall
include any company controlled by, controlling or under common control with the Company.


 


c.                  
Prime shall provide the Executive with an office and an administrative assistant at the headquarters of Prime while the
Executive is employed by the Company.


 


3.                  
Compensation. Subject to the terms of this Agreement, the Executive shall be compensated for his services on and
after the Effective Date as follows:


 


a.                  
Base Salary. The Executive shall receive an annual base salary of $500,000 (“Annual Base Salary”)
and shall be payable in cash at the times consistent with the Company’s general policies regarding compensation of employees,
but in all events no less frequently than monthly.


 




     


     


    

 


b.                  
Bonus and Long-Term Awards. The Executive shall not be eligible or entitled to participate in, or the payment or
award of, any cash bonus and long-term incentive awards on or after the Effective Date. The Executive hereby acknowledges and agrees
that he is not entitled to the payment of any bonus and granting any long-term incentive awards as of the Effective Date. Notwithstanding
the immediately foregoing, (i) restricted stock unit awards granted to the Executive prior to the Effective Date will continue
to vest in accordance with their respective terms until the Date of Termination (“hereinafter defined”) and (ii) In
consideration of, and subject to the Executive’s compliance with, the covenants provided in Section 6 and in consideration
of the Executive executing the Release attached as Exhibit A hereto on the Date of Termination (hereinafter defined), the
Executive shall be entitled to receive his annual incentive bonus in accordance with the program adopted by the Compensation Committee
of the Board of Directors of the Company for the fiscal year ended December 31, 2019 , subject to the terms of said annual incentive
bonus program, and any such bonus shall be payable under this Section 3.b.(ii) shall be paid on or before March 15, 2020.


 


c.                  
Employee and Fringe Benefits. Subject to continued employment, the Executive shall be eligible to participate in
the employee welfare plans and programs of the Company as in effect from time to time on the same basis as such employee welfare
plans are generally provided to employees of the Company from time to time. The Executive hereby acknowledges and agrees that he
is not entitled to the payment of, or reimbursement for, any automobiles or clubs.


 


d.                  
Expense Reimbursement. While the Executive is employed by the Company, the Company shall reimburse the Executive
for all reasonable expenses incurred by him in the performance of his duties in accordance with the Company’s policies as
in effect from time to time.


 


e.                  
Special One-Time Payments. In consideration of, and subject to the Executive’s compliance with, the covenants
provided in Section 6 and in consideration of the Executive executing the Release attached as Exhibit A hereto on
the Date of Termination, the Company shall pay the Executive the following amounts: (i) $1,250,000, payable at January 31, 2020;
and (ii) 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 Termination.


 


4.                  
Termination of Employment.


 


a.                  
Death. Upon the death of the Executive, the Executive’s employment shall terminate automatically on the Date
of Termination.


 


b.                  
Termination. The Executive’s employment shall terminable by the Company at any time for any reason or no reason
whatsoever.


 


c.                  
Resignation. The Executive shall be entitled to resign at any time.


 


d.                  
Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated
by the Company other than for death, the date of receipt of the notice of termination or any later date specified therein within
30 days of such notice, (ii) if the Executive’s employment is terminated by the Executive other than for death, the Date
of Termination shall be the date on which the Executive notifies the Company of such resignation, and (iii) if the Executive’s
employment is terminated by reason of death, the Date of Termination shall be the date of death of the Executive.


 


e.                  
Effect of Termination on Other Positions. If, on the Date of Termination, the Executive is a member of the Board
of Directors of Prime or the board of directors of any of their affiliates, or holds any other position with the Company or their
respective affiliates, the Executive shall be deemed to have resigned from all such positions as of the Date of Termination. The
Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.


 




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5.                  
Obligations the Company upon Termination of Employment. Upon the Date of Termination, this Agreement shall terminate
immediately (except for such provisions of this Agreement that expressly survive termination hereof) and the Executive shall only
be entitled to receive:


 


a.                  
The Executive’s Annual Base Salary through the Date of Termination at the annual rate in effect at the time of the
Date of Termination, payable within ten (10) business days after the Date of Termination;


 


b.                  
all earned and unpaid and/or vested, nonforfeitable amounts owing at the Date of Termination under this Agreement or any
compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which the 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;


 


c.                  
reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with the Company’s
policy prior to the Date of Termination (collectively, a through c immediately above shall be the “Accrued Amounts”);
and


 


d.                  
Subject to the execution and non-revocation of the Release attached as Exhibit A hereto by the Executive within thirty
(30) days following the Date of Termination, subject to the Executive’s continued compliance with the terms of this Agreement
and to the extent not already paid by the Company to the Executive, the payment set forth in Sections 3.e.(i) and 3.e.(ii).


 


6.                  
Restrictive Covenants.


 


a.                  
Confidential Information. The Executive shall not at any time, whether during his employment or following the termination
of his employment, for any reason whatsoever, directly or indirectly, disclose or furnish to any entity, firm, corporation or person,
except as otherwise required by law, any confidential or proprietary information of the Company with respect to any aspect of its
operations, businesses or clients. “Confidential or Proprietary Information” shall mean information generally
unknown to the public to which the Executive gains access by reason of the Executive’s employment by or services to the Company
and includes, but is not limited to, information relating to all present or potential customers, business and marketing plans,
sales, trading and financial data and strategies, operational costs, and employment benefits and compensation. For purposes of
this Section 6, the “Company” shall include its affiliates and each of its and their predecessor and successor
entities.


 


b.                  
Return of Company Property. All records, files, memoranda, reports, customer information, client lists, documents
and equipment relating to the business of the Company that the Executive prepares, possesses or comes into contact with while he
is an employee of the Company shall remain the sole property of the Company. The Executive agrees that upon the termination of
his employment he shall (i) not remove physically, electronically or in any other way any Confidential or Proprietary Information
from premises owned, used or leased by the Company, (ii) provide to the Company all documents, papers, files or other material
in his possession and under his control that are connected with or derived from his services to the Company and (iii) retain no
copies, summaries or notes thereof. The Executive agrees that the Company owns all work product, patents, copyrights and other
material produced by the Executive during the Executive’s employment with the Company.


 


c.                   Nonsolicitation.
The Executive agrees that during his employment with the Company and for the 18-month period beginning on the Date of
Termination (such period, the “Restricted Period”), he shall not (i) hire or attempt to recruit or hire
other employees, directly or by assisting others, nor shall the Executive contact or communicate with any other employees of
the Company for the purpose of inducing other employees to terminate their employment with the Company, or (ii) induce or
attempt to induce any customer (whether former or current), supplier, licensee or other business relation of the Company to
cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier,
licensee or business relation, on the one hand, and the Company, on the other hand. For purposes hereof, “other
employees” shall refer to employees who are still, or were in the past six (6) months, actively employed by or doing
business with the Company at the time of the attempted recruiting or hiring.


 






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d.                  
Noncompetition. The Executive agrees that, during the Restricted Period, he shall not 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 his name or any similar name to, lend his credit to or render services or advice to
any business that provides services of investment banking, retail brokerage, wealth management, fixed income trading, consumer
banking, commercial banking, financial advisory services, mortgage banking, residential mortgage brokerage, commercial mortgage
brokerage, equipment leasing, personal property leasing, personal insurance, commercial insurance, title insurance or other financial
services of any type whatsoever anywhere within the State of Texas; provided, however, the 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, as amended.


 


e.                  
Non-Disparagement. The Executive agrees not to disclose, communicate, or publish any disparaging or negative information,
writings, electronic communications, comments, opinions, facts, or remarks, of any kind or nature whatsoever (collectively, “Disparaging
Information”), about any of the Company and its parents and subsidiaries, their respective employees, owners, partners,
directors, members, agents or contractors (collectively, the “Applicable Parties”). The 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 (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 the Applicable
Parties. The Executive further acknowledges and agrees that any breach or violation of this non-disparagement provision shall entitle
the Company to seek injunctive relief to prevent any future breaches of this provision and/or to sue the 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.


 


f.                   
Equitable Remedies. In the event of a breach by the Executive of his obligations under this Agreement, the Company
and its affiliates, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The Executive acknowledges that the Company and its affiliates
shall suffer irreparable harm in the event of a breach or prospective breach of Section 6 .a, 6.b., 6.c.,
6.d. or 6.e. of this Agreement and that monetary damages would not be adequate relief. Accordingly, the Company shall
be entitled to seek injunctive relief in any federal or state court of competent jurisdiction located in the State of Texas.


 


g.                  
Tolling. If the Executive violates any of the restrictions set forth in this Section 6, the Restricted Period
shall be suspended and shall not run in favor of the Executive from the time of the commencement of any violation until the time
the Executive cures the violation.


 


h.                  
Reasonableness. The Executive hereby represents to the Company that the Executive has read and understands, and
agrees to be bound by, the terms of this Section 6. The Executive acknowledges that the geographic scope and duration of
the covenants contained in this Section 6 are fair and reasonable in light of (a) the nature and wide geographic scope
of the operations of the Company’s business; (b) the Executive’s level of control over and contact with the business;
and (v) the amount of compensation, trade secrets and Confidential or Proprietary Information that the Executive is receiving
in connection with the Executive’s employment by the Company. It is the desire and intent of the Parties that the provisions
of this Section 6 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, the Executive and the Company hereby waive any provision of applicable
law that would render any provision of this Section 6 invalid or unenforceable.


 






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7.                  
Successors. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall
not be assignable by the Executive. This Agreement and any rights and benefits hereunder shall inure to the benefit of, and be
enforceable by, the Executive’s legal representatives, heirs or legatees. This Agreement and any rights and benefits hereunder
shall inure to the benefit of, and be binding upon, the Company and its successors and assigns.


 


8.                  
Arbitration. The Executive and the Company 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
the Executive by the Company, shall be settled by final and binding arbitration in the City of Dallas, Texas, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises.
All claims or controversies subject to arbitration shall be submitted to arbitration within six 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 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 Commercial Arbitration Rules of the American Arbitration Association
in effect at the time the claim or controversy arises. 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 submitted to arbitration. The parties shall be entitled to
be represented by legal counsel at any arbitration proceeding. The Executive and the Company acknowledge and agree that each party
will bear fifty percent (50%) of the cost of the arbitration proceeding. The parties shall be responsible for paying their own
attorneys’ fees, if any. The Company and the Executive acknowledge and agree that the arbitration provisions in this Section
8 may be specifically enforced by either party hereto and submission to arbitration proceedings compelled by any court of competent
jurisdiction. The Company and the Executive further acknowledge and agree that the decision of the arbitrators may be specifically
enforced by either party in any court of competent jurisdiction. Notwithstanding the arbitration provisions set forth above, the
Executive and the Company acknowledge and agree that nothing in this Agreement shall be construed to require the arbitration of
any claim or controversy arising under the restrictive covenants in Section 6 of this Agreement. The restrictive covenants
in Section 6 shall be enforceable by any court of competent jurisdiction and shall not be subject to arbitration pursuant
to this Section 8. The Executive and the Company 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.


 


9.                  
Miscellaneous.


 


a.                  
Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by all the
parties hereto or their respective successors and legal representatives.


 


b.                  
Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or
foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.


 


c.                  
Applicable Law. THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF TEXAS, WITHOUT REGARD TO THE CONFLICT-OF-LAW PROVISIONS OF ANY STATE.


 


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


 






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e.                  
Waiver of Breach. No waiver by any party hereto of a breach of any provision of this Agreement by any other party,
or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed
as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or
any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach will not deprive such
party of the right to take action at any time while such breach continues.


 


f.                   
Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered
personally or sent by registered or certified mail, return receipt requested, postage prepaid, or prepaid overnight courier to
the parties at the addresses set forth below (or such other addresses as shall be specified by the parties by like notice):


 


To the Company:


 


Hilltop Holdings Inc.


6565 Hillcrest Avenue, 6th Floor


Dallas, Texas 75205


Attention: Corey G. Prestidge


Facsimile: (214) 580-5722


 


	 	or to the Executive:	
        

        At the most recent address maintained
by the Company in its personnel records. 



 


Each party, by written notice furnished
to the other party, may modify the applicable delivery address, except that notice of change of address shall be effective only
upon receipt. Such notices, demands, claims and other communications shall be deemed given in the case of delivery by overnight
service with guaranteed next day delivery, the next day or the day designated for delivery; or in the case of certified or registered
U.S. mail, five days after deposit in the U.S. mail; provided, however, that in no event shall any such communications be deemed
to be given later than the date they are actually received.


 


g.                  
Compliance with Procedures and Policies. The Executive agrees that at all times during his employment by the Company
that he shall adhere to and be subject to the policies and procedures of the Company and that may be in effect from time to time,
including any claw-back policy in effect at the Company that is applicable to similarly situated employees.


 


h.                  
Section 409A.


 


i.                    
General. In the event that it is reasonably determined by the Company or the Executive that, as a result of Section
409A, any of the payments that the 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 the Executive to be subject to an income tax penalty and interest, the Company will make such payment (with interest
thereon) on the first day that would not result in the Executive incurring any tax liability under Section 409A. In addition, other
provisions of this Agreement or any other plan notwithstanding, the Company 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.


 




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ii.                    
Delayed Payment. To the extent (a) any payments to which the Executive becomes entitled under this Agreement, or
any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute
deferred compensation subject to Section 409A; (b) the Executive is deemed at the Date of Termination to be a “specified
employee” under Section 409A; and (c) at the Date of Termination, the Company 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 the Date of Termination)
shall not be made until the earlier of (x) the first day of the seventh (7th) month following the Date of Termination
or (y) the date of the Executive’s death following the Date of Termination. During any period that payment or payments to
the Executive are deferred pursuant to the foregoing, the 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 Termination. Upon
the expiration of the applicable deferral period, any payments that would have otherwise been made during that period (whether
in a single sum or in installments) in the absence of this Section 9(h) (together with accrued interest thereon) shall be
paid to the Executive or the Executive 's beneficiary in one lump sum.


 


i.                   
Survivorship. Upon the expiration or other termination of this Agreement, the respective rights and obligations of
the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the
parties under this Agreement.


 


j.                   
Entire Agreement. From and after the Effective Date, this Agreement shall supersede any other employment, severance
or change-of-control agreement between the Executive and the Company with respect to the subject matter hereof.


 


k.                  
Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original
and all of which taken together constitute one and the same agreement.


 


l.                   
Class Waiver. The Executive hereby waives the right to initiate a class, collective, or representative action (“Class
Waiver”). Any disputes concerning the validity of the Class Waiver will be decided by a court of competent jurisdiction,
not pursuant to Section 8. In the event a court determines that the Class Waiver is unenforceable with respect to any claim,
the Class Waiver shall not apply to that claim, which may then only proceed in court.


 


m.                
Protection of Trade Secrets. Nothing in this Agreement diminishes or limits any protection granted by law to trade
secrets or relieves the 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.


 


n.                  
Defend Trade Secrets Act (DTSA) Notice. Under the federal Defend Trade Secrets Act of 2016, the 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 the Executive’s
attorney in relation to a lawsuit for retaliation against the 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.


 


o.                  
Reports to Government Agencies. The Executive understands that nothing in this Agreement or any other policy or agreement
with the Company is intended to or shall prohibit the 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. The Executive further understands that the Executive is not required to obtain the prior authorization
of the Company or any other person to make any such reports or disclosures, and that the Executive is not required to notify the
Company or any other person that such reports or disclosures have been made.


 




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IN WITNESS THEREOF, the Executive has hereunto
set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year
first above written.


 


	 	EXECUTIVE
	 	 
	 	 
	 	/s/ TODD L. SALMANS
	 	Todd L. Salmans
	 	 
	 	 
	 	HILLTOP HOLDINGS INC.
	 	 
	 	 
	 	By:	/s/ JEREMY B. FORD	 
	 	Name:  	Jeremy B. Ford
	 	Title:	President & Co-CEO




 


SALMANS RETETION AGREEMENT
SIGNATURE PAGE


 




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Exhibit
A


 


RELEASE


 


This Release
(this “Release”) is made and entered into as of _____, 20___, between Hilltop Holdings Inc. and any of its parents,
predecessors, successors, subsidiaries, affiliates or related companies, organizations, managers, officers, directors, executives,
agents, plan fiduciaries, shareholders, attorneys and/or representatives (hereinafter referred to collectively as the “Company”)
and Todd L. Salmans (“Executive”).


 


WHEREAS,
the Company and Executive are parties to the certain Retention Agreement, dated as of _______________, 2019 (the “Retention
Agreement”);


 


WHEREAS,
Executive is terminated from all positions with the Company effective _____, 20__ (the “Separation Date”)
and such termination shall constitute a “separation of service” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”), and it is the intent of the parties that the Retention Agreement
terminate upon the Separation Date, except as otherwise provided herein, including, without limitation Section 4 of this
Release; and


 


WHEREAS,
the Parties desire to finally, fully and completely resolve all disputes that now or may exist against the Company, including,
but not limited to those concerning Executive’s employment, the separation of employment with the Company, and all disputes
over benefits and compensation connected with such employment.


 


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 Company and Executive agree as follows:


 


1.                  
Release and Waiver.


 


a.                   Release
by Executive. In consideration of the payments set forth in the Retention Agreement, and such other consideration, that
being good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by
Executive, Executive, on his own behalf and on behalf of his agents, administrators, representatives, executors, successors,
heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby finally, unconditionally,
irrevocably and absolutely fully releases, remises, acquits and forever discharges the Company and all of its affiliates, and
each of their respective officers, directors, shareholders, equity holders, members, partners, managers, agents, employees,
consultants, independent contractors, attorneys, advisers, fiduciaries, plan administrators, successors and assigns
(collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands,
debts, obligations, losses, liens, agreements, contracts, covenants, actions, causes of action, suits, services, judgments,
orders, counterclaims, controversies, setoffs, affirmative defenses, third party actions, damages, penalties, costs,
expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever, direct or indirect
(collectively, the “Claims”), whether asserted, unasserted, absolute, fixed or contingent, known or
unknown, suspected or unsuspected, accrued or unaccrued or otherwise, whether at law, in equity, administrative, statutory or
otherwise, in any forum, venue or jurisdiction, whether federal, state, local, administrative, regulatory or otherwise,
and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any
other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released
Parties, and each of them, arising from or relating to Executive s employment with the Company, or the termination of that
employment or any circumstances related thereto, or any other matter, cause or thing whatsoever, including, without
limitation, all claims arising under or relating to employment, employment contracts, stock options, stock option agreements,
restricted stock, restricted stock agreements, restricted stock units, restricted stock unit agreements, equity interests,
deferred compensation, employee benefits or purported employment discrimination or violations of civil rights of whatever
kind or nature, including, without limitation, all claims arising under the Age Discrimination in Employment Act
(“ADEA”), the Employment Non-Discrimination Act (“ENDA”), the Lilly Ledbetter Fair Pay
Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the
Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights
Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Genetic Information and Nondiscrimination Act
(“GINA”), the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the
Older Worker Benefit Protection Act; the Workers Adjustment and Retraining Notification Act; the Occupational Safety and
Health Act; the Employee Polygraph Protection Act, the Uniformed Services Employment and Re-Employment Act; the
National Labor Relations Act; the Labor Management Relations Act; the Sarbanes-Oxley Act of 2002; the Texas Labor Code, the
Texas Payday Law, the Texas Commission on Human Rights Act or Chapter 21; or any other applicable foreign, federal, state or
local employment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation,
disability, whistleblower protection or anti-retaliation claims under any such laws, claims for wrongful discharge, breach of
contract, breach of express or implied contract or implied covenant of good faith and fair dealing, and any other claims
arising under foreign, state, federal or common law, as well as any expenses, costs or attorneys’ fees. Executive
further agrees that Executive will not file or permit to be filed on Executive’s behalf any such claim. Notwithstanding
the preceding sentence or any other provision of this Release, this release is not intended to interfere with
Executive’s right (i) to file a charge with the Equal Employment Opportunity Commission (the “EEOC”)
or any state human rights commission in connection with any claim he believes he may have against the Company, (ii) to
participate in an investigative proceeding of any federal, state, or local governmental agency, or (iii) to report possible
violations of law or regulations to any governmental agency or entity, including disclosures that are protected under the
whistleblower provisions of federal law or regulation. However, by executing this Release, Executive hereby waives the right
to recover in any proceeding Executive may bring before the EEOC or any state human rights commission or in any proceeding
brought by the EEOC or any state human rights commission on Executive’s behalf. Executive also agrees to waive 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 relating to Claims released in this Release and/or
against any Released Parties.


 






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b.                  
Except as required by law and as provided for in Section 1(a), Executive agrees that Executive will not commence,
maintain, initiate or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person or entity to
commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claims before any court,
agency or tribunal against the Released Parties arising from, concerned with or otherwise related to, in whole or in part, Executive’s
employment with the Released Parties or any of the matters discharged and released in this Release.  Executive represents
and agrees that, prior to signing this Release, he has not filed, assigned or pursued any complaints, charges or lawsuits of any
kind with any court, governmental or administrative agency, or arbitral forum against the Company, or any other person or entity
released under this Section 1, asserting any claims whatsoever.  Executive understands and acknowledges that, in the
event he commences any proceeding in violation of this Release, he waives and is estopped from receiving any monetary award or
other legal or equitable relief in such proceeding.


 


c.                  
Executive represents and warrants that Executive is not aware of any (i) violations, allegations or claims that the Company
has violated any federal, state or foreign law of any kind, or (ii) any facts or circumstances relating to or giving rise to any
alleged violations, allegations or claims that the Company has violated any federal, state or foreign law of any kind, of which
Executive has not previously made Hilltop Holdings Inc.’s General Counsel aware.  If Executive learns of any such information,
Executive shall immediately inform the General Counsel of Hilltop Holdings Inc.


 


2.                  
Knowing and Voluntary Release. Executive understands it is his choice whether to execute this Release and that his decision
to do so is voluntary and is made knowingly. 


 


3.                  
No Prior Representations or Inducements. Executive represents and acknowledges that in executing this Release, he
does not rely, and has not relied, on any communications, statements, promises, inducements, or representation(s), oral or written,
by any of the Released Parties, except as expressly contained in this Release. Any amendment to this Release must be signed by
all parties to this Release.


 


4.                  
Retention Agreement. Executive hereby agrees and acknowledges that Sections 6, 8 and 9 of the Retention Agreement
are of a continuing nature and expressly survive the expiration, termination or cancellation of the Retention Agreement and such
obligations of Executive shall not be released pursuant to this Release. Except as set forth in the immediately preceding sentence,
Executive and the Company acknowledge and agree that the Retention Agreement is terminated.


 


5.                  
Binding Release and Survival. This Release shall inure to the benefit of, and be enforceable by, Executive’s
and the Company’s respective personal or legal representatives, executors, administrators, assigns, successors, heirs, distributees,
devisees, and legatees.


 






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6.                  
Severability. The Company and Executive agree that should an arbitrator or 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 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.


 


7.                  
Entire Agreement and Counterparts. This Release constitutes the entire agreement between the parties hereto concerning
the subject matter hereof. 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.


 


8.                  
Time to Consider Release. The Company advises Executive in writing to consult with an attorney before executing this
Release. Executive further acknowledges that the Company has given him 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, certain payment set forth in the Retention Agreement will be withdrawn automatically.


 


9.                  
Revocation. 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 certain other benefits described in Section 5 of the Retention Agreement (unless specifically provided otherwise) will not
become payable, until after this revocation period has expired without his revocation. If Executive does not revoke this Release
within the revocation period, the Company will send Executive the payments in accordance with the terms of Section 5 of the Retention
Agreement.


 


I ACKNOWLEDGE
THAT I HAVE CAREFULLY READ THE FOREGOING, THAT I UNDERSTAND ALL OF ITS TERMS AND THAT I AM RELEASING CLAIMS AND THAT I AM ENTERING
INTO IT VOLUNTARILY.


 


SIGNATURE PAGE FOLLOWS


 




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


 


	 	EXECUTIVE
	 	 
	 	 
	 	Todd L. Salmans
	 	 
	 	COMPANY:
	 	 
	 	Hilltop Holdings Inc.
	 	 
	 	 
	 	By:  	                                  	 
	 	Name:
	 	Title:



 






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