Exhibit
      10.1

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT 

    


    This
      EXECUTIVE
      EMPLOYMENT AGREEMENT ("Agreement")
      is made and entered into as of this 4th day of September, 2007, by and between
      T
      Bancshares, Inc., a Texas corporation with its principal office located at
      16000
      Dallas Parkway, Suite 125, Dallas, Texas (hereafter the "Company"), and Patrick
      Howard, a resident of Texas (hereafter the "Executive"). 

    


    WHEREAS
      ,
      the
      Company has chartered a national banking association named T Bank (the “Bank”),
      and 

    


    WHEREAS
      ,
      the
      Executive has considerable experience, expertise and training in management
      related to banking and services offered by the Company; and 

    


    WHEREAS
      ,
      the
      Company desires and intends to cause the Executive to be employed as Executive
      Vice President and Chief Operating Officer of the Bank pursuant to the terms
      and
      conditions set forth in this Agreement; and 

    


    WHEREAS
      ,
      both
      the Company and the Executive have read and understood the terms and provisions
      set forth in this Agreement, and have been afforded a reasonable opportunity
      to
      review this Agreement with their respective legal counsel. 

    


    NOW,
      THEREFORE ,
      in
      consideration of the mutual promises and covenants set forth in this Agreement,
      the Executive and the Company agree as follows: 

    


    A.
      DURATION
      

    


    1.
        
      This
      Agreement shall continue in full force and effect for a period beginning on
      the
      date (the “Effective Date”) the Executive begins his employment with the Bank
      and, subject to paragraph two (2) below, will expire and terminate by its own
      terms one (1) year after the Effective Date (“Expiration Date”). 

    


    2.
        
      Both
      the
      Bank and the Executive acknowledge and agree that the parties may agree to
      continue the employment relationship upon such terms as they may mutually agree.
      This Agreement shall automatically renew at the end of each one-year term for
      an
      additional one (1) year term unless either party elects to terminate this
      Agreement by sending written notice of non-renewal at least thirty (30) days
      prior to the Expiration Date. Both parties acknowledge and agree that, in the
      event this Agreement does not renew, the employment of the Executive shall
      automatically terminate on the Expiration Date without any additional liability
      or obligation on the part of either party, except for the provisions of
      Paragraphs 12, 13, [16] and 18 which will survive the termination of this
      Agreement. 

    


    B.
      COMPENSATION
      

    


    3.
        
      All
      payments of salary and other compensation to the Executive shall be payable
      in
      accordance with the Bank's ordinary payroll and other policies and procedures.
      

    


    a.
        
      During
      the first year following the Effective Date, the Bank agrees to compensate
      the
      Executive on a salary basis of $170,000 annually, payable semi-monthly in equal
      amounts. 

     
      

    b.
        
      Subsequent
      to the first year following the original Effective Date, for the remaining
      term
      of this Agreement the Executive's annual salary shall be reviewed by the Bank's
      Board of Directors or a delegated committee thereof as of the anniversary of
      the
      original Effective Date of each year of the remaining term of this Agreement
      and
      increased as a result of such review and to provide reasonable cost of living
      adjustments, all in the discretion of the Board of Directors, and when
      consistent with safe and sound banking practices. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c.
        
      During
      the term of this Agreement, the Executive shall be paid a bonus of fifteen
      percent (15%) of the base annual salary if the Bank has an overall CAMEL rating
      by the Bank’s governmental regulators of two (2) or better during that fiscal
      year. Further, during the term of this Agreement, the Executive shall be paid
      a
      bonus of fifteen percent (15%) of the base annual salary during any fiscal
      year
      the Bank has a return on average assets of one percent (1%) or higher (net
      of
      any such bonuses referenced in this section). Executive shall also be entitled
      to participate in any benefit programs (other than bonus plans) applicable
      to
      all employees of the Bank or to executive officers of the Bank in accordance
      with Bank policy and the provisions of said benefit programs. 

     
      

    d.
        
      The
      Company shall grant to the Executive a number of options exercisable within
      ten
      (10) years from the date of the grant of such options. Such options, upon the
      grant of the options, will enable the Executive to purchase 25,000 shares of
      the
      Company’s common stock. The exercise price for the stock options to be received
      by the Executive shall be the opening per share price as quoted on the over
      the
      counter bulletin board on the effective date. 

     
      

    4.
        
      The
      Bank
      and the Executive acknowledge and agree that the Bank shall provide the
      Executive with a relocation/signing benefit of $40,000, (the “Relocation
      Benefit”) to be payable at Executive’s discretion within nine (9) months
      following the Effective Date. Executive, at his discretion, may submit actual
      relocation expenses to be reimbursed by the Bank including, but not necessarily
      limited to, commissions and closing costs associated with the sale or
      acquisition of Executive’s residence(s), moving expenses, travel expenses
      incurred by Executive or his family in connection with relocating, etc.
      Executive shall provide receipts or other evidence of actual expenses incurred
      for re-imbursement, which re-imbursements shall be made without tax withholdings
      and shall not be recorded by Bank as salary expense to the Executive. In the
      event such expenses exceed the Relocation Benefit, Bank shall have no obligation
      to pay such excess. Executive may elect to receive a cash payment of all or
      part
      of the benefit, less any amounts previously paid for expense re-imbursement,
      as
      a cash bonus subject to applicable taxes. The Bank and the Executive further
      agree that the Bank will pay for reasonable commuting expenses required based
      on
      timing between the Effective Date and actual relocation. The Bank and the
      Executive further acknowledge and agree that the Bank shall provide the
      Executive a cellular phone and laptop computer for use in the performance of
      his
      duties and obligations under this Agreement. The Bank shall also reimburse
      the
      Executive for all reasonable expenses, including, but not limited to, travel
      expenses, lodging expenses, and meals and entertainment expenses, that the
      Executive may incur in the performance of his duties and obligations under
      this
      Agreement; provided, however, that the Executive shall be required to submit
      receipts or other acceptable documentation to the Cashier or other appropriate
      bank officer to verify such expenses prior to any reimbursements. 

     
      

    5.
        
      The
      Bank
      and the Executive acknowledge and agree that, subject to the provisions of
      Paragraph 7 of this Agreement, the Executive shall be entitled to receive as
      partial consideration for this Agreement, and the Bank shall be obligated to
      provide employee and dependent health insurance, dental insurance, sick leave
      and vacation, and any additional benefits provided to all Bank employees all
      in
      accordance with the Bank's employment policies and plans. 

    


    6.
        
      The
      Bank
      and the Executive acknowledge that, upon completion of the Executive’s first
      year of employment following the Effective Date, the Executive's compensation
      will be subject to an annual review and adjustment by the Board of Directors
      of
      the Bank in accordance with the terms of this Agreement, but in no event will
      the Executive's salary and bonuses be less than the amounts set forth in
      Paragraphs 3 and 4 at any time during the employment of the Executive
      pursuant to this Agreement. 

    


    7.
        
      The
      Executive acknowledges and agrees that any employee benefits provided to the
      Executive by the Bank incident to the Executive's employment are governed by
      the
      applicable plan documents, summary plan descriptions or employment policies,
      and
      may be modified, suspended or revoked at any time, in accordance with the terms
      and provisions of the applicable documents. 

    


    C.
      RESPONSIBILITIES
      

    


    8.
        
      The
      Executive acknowledges and agrees that he shall be employed as Executive Vice
      President and Chief Operating Officer of the Bank. The Executive covenants
      and
      agrees that he will faithfully devote his best efforts and his primary focus
      to
      his positions with the Bank. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

       
      

    9.
        
      The
      Executive acknowledges and agrees that the duties and responsibilities of the
      Executive required by his position as Executive Vice President and Chief
      Operating Officer of the Bank are wholly within the discretion of its Board
      of
      Directors, and may be modified, or new duties and responsibilities imposed
      by
      the Bank's Board of Directors, at any time, without the approval or consent
      of
      the Executive. However, these new duties and responsibilities may not constitute
      immoral or unlawful acts. In addition, the new duties and responsibilities
      must
      be consistent with the Executive's role as Executive Vice President or Chief
      Operating Officer of a financial institution. 

    


    10.
        
      The
      Executive acknowledges and agrees that, during the term of this Agreement,
      he
      has a fiduciary duty of loyalty to the Bank, and that he will not engage in
      any
      activity during the term of this Agreement, which will or could, in any
      significant way, harm the business, business interests, or reputation of the
      Bank or the reputation of the Board of Directors. 

    


    11.
        
      The
      Executive acknowledges and agrees that he will not directly or indirectly engage
      in competition with the Bank at any time during the existence of the employment
      relationship between the Bank and the Executive, and the Executive will not
      on
      his own behalf, or as another's agent or employee, engage in any of the same
      or
      similar duties and/or Bank-related responsibilities required by the Executive's
      position with the Bank, other than as an employee of the Bank pursuant to this
      Agreement or as specifically approved by the Board of Directors of the Bank.
      

    


    D.
      NONINTERFERENCE
      

    


    12.
        
      The
      Executive covenants and agrees that, for a period of one year subsequent to
      the
      termination of this Agreement, whether such termination occurs at the insistence
      of the Bank or the Executive, the Executive shall not recruit, hire, or attempt
      to recruit or hire, directly or by assisting others, any other employees of
      the
      Bank, nor shall the Executive contact or communicate with any other employees
      of
      the Bank for the purpose of inducing other employees to terminate their
      employment with the Bank. For purposes of this covenant, "other employees"
      shall
      refer to employees who are still actively employed by or were employed by the
      Bank within the prior year, or doing business with, the Bank at the time of
      the
      attempted recruiting or hiring. 

    


    13.
        
      In
      his
      position of employment, the Executive will be provided with confidential
      information and trade secrets (hereafter "Proprietary Information") pertaining
      to, or arising from, the business of the Bank, and its affiliates (if any),
      upon
      execution of this Agreement and for the duration of Executive’s employment with
      the Bank. The Executive hereby agrees and acknowledges that such Proprietary
      Information is unique and valuable to the Bank's business and that the Bank
      would suffer irreparable injury if this information were publicly disclosed,
      or
      used for purposes other than on behalf of the Bank. Therefore, the Executive
      agrees to keep in strict secrecy and confidence, both during and after the
      period of his employment, any and all Proprietary Information that the Executive
      acquires, or to which the Executive has access, during employment by the Bank,
      that has not been publicly disclosed by the Bank. The Proprietary Information
      covered by this Agreement shall include, but shall not be limited to,
      information relating to any financial information, processes, pricing, plans,
      devices, compilations of information, technical data, mailing lists, methods
      of
      distributing, names of suppliers, and customers, arrangements entered into
      with
      suppliers, vendors, and customers, marketing strategies, and other trade secrets
      of the Bank. 

     
       
      

    The
      provisions and agreements entered into herein shall survive the term of the
      Employee's employment to the extent reasonably necessary to accomplish their
      purpose in protecting the interests of the Bank in any Proprietary Information
      disclosed to, or learned by the Executive while employed. 

    


    14.
        
      The
      Executive expressly represents that he has no agreements with, or obligations
      to, any party which conflict, or may conflict, with the interests of the Bank
      or
      with the Executive's duties as an employee of the Bank. 

    


    15.
        
      The
      Executive acknowledges and agrees that in exchange for the execution of the
      noninterference agreement set forth above, the Executive will receive
      substantial, valuable consideration including: (i) confidential trade secret
      and
      proprietary information relating to the identity and special needs of the Bank's
      current and prospective customers, the Bank's current and prospective services,
      the Bank's business projections and market studies, the Bank's business plans
      and strategies, the Bank's studies and information concerning special services
      unique to the Bank; (ii) employment; (iii) compensation and benefits as
      described in this Agreement; and (iv) Severance. The Executive acknowledges
      and
      agrees that these four items collectively constitute fair and adequate
      consideration for the execution of the noninterference agreement set forth
      above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16.
        
      In
      consideration for the above-recited valuable consideration, and as a material
      inducement for the Bank’s agreements herein, including the Bank’s promise to
      furnish Executive with access to its Proprietary Information, the Executive
      understands and agrees that during the continuation of this Agreement and for
      a
      period of one year following the termination of his employment with the Bank
      by
      either party, for whatever reason (both of which periods shall collectively
      be
      referred to as the ("Restricted Period")), the Executive will not directly
      or
      indirectly, alone or for his/her own account, or as owner, partner, investor,
      member, trustee, officer, director, shareholder, employee, consultant,
      distributor, advisor, representative or agent of any partnership, joint venture,
      corporation, trust, or other business organization or entity, contact, solicit,
      or seek to divert the business or patronage of any person, association,
      corporation or other business organization or entity with whom Executive is
      familiar and about whom Executive has learned Proprietary Information during
      his/her employment at the Bank. It is the parties' desire that these
      restrictions be enforced to the fullest extent allowed by law. 

     
      

    17.
        
      It
      is
      hereby further agreed by the parties that if the nonsolicitation covenants
      contained in this NONINTERFERENCE section should be held by any court or other
      constituted legal authority to be void or otherwise unenforceable in any
      particular area or jurisdiction despite those modifications outlined above,
      then
      the parties shall consider this Agreement to be amended and modified in that
      particular area or jurisdiction so as to eliminate therefrom any part of or
      the
      entire covenant that the particular area or jurisdiction finds void or otherwise
      unenforceable, but as to all other areas and jurisdictions covered by this
      Agreement, the nonsolicitation covenants contained herein shall remain in full
      force and effect as originally written. 

    


    18.
        
      If
      Executive is found to have violated any of the provisions of this Section D,
      Executive agrees that the restrictive period of each covenant so violated shall
      be extended by a period of time equal to the period of violation by him. Nothing
      in this Paragraph shall reduce or abrogate the Executive's obligations under
      any
      other section this Agreement. 

    


    E.
      REMEDIES
      

    


    19.
        
      In
      the
      event that the Executive violates any of the provisions set forth in this
      Agreement relating to NONINTERFERENCE, the Executive acknowledges and agrees
      that the Bank may suffer immediate and irreparable harm. Consequently, the
      Executive acknowledges and agrees that the Bank shall be entitled to immediate
      injunctive relief, either by temporary or permanent injunction, to prevent
      such
      a violation. 

    


    F.
      TERMINATION
      

    


    20.
        
      The
      Executive acknowledges and agrees that the Board of Directors of the Bank
      reserves the right to terminate this Executive Agreement, for any reason, by
      providing the Executive with thirty (30) days' written notice of the
      termination, delivered in person, or by certified U.S. mail to the Executive's
      last known address reflected in the Bank's personnel records. Such notice shall
      be effective upon personal delivery or three days after mailing by certified
      mail. However, if the Agreement is terminated at the Bank's insistence without
      Good Cause, as defined in this Agreement, the Bank covenants and agrees to
      provide the Executive with the severance  
      set
      forth
      in paragraph thirty (30) of this Agreement. 

    


    21.
        
      The
      Executive acknowledges and agrees that the Bank may terminate this Agreement
      at
      any time, without notice, for any "Good Cause" defined as the following:


    


    
      	
              a.  
                

            	
              In
                the event the Executive violates any provision of this Agreement
                or is
                grossly negligent in the performance of his duties hereunder in the
                reasonable judgment of the Board, and fails to cure such violation
                or the
                effects of such gross negligence within a reasonable period after
                written
                notice to the Executive by the Bank specifying in reasonable detail
                the
                alleged violation; 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              b.  
                

            	
              The
                determination of the Board of Directors of the Bank in the exercise
                of its
                reasonable judgment, that (i) the Executive has failed to follow
                the
                policies adopted by the Board of Directors and fails to cure such
                breach
                or violation within a reasonable period after written notice to Executive
                by the Bank specifying in reasonable detail the alleged breach or
                violation or (ii) that Executive has engaged in such actions or omissions
                that would constitute unsafe or unsound banking practices;
                

            


    

    


    
      	
              c.  
                

            	
              In
                the event the Executive is convicted of a felony, or a misdemeanor
                involving moral turpitude; 

            


    

    


    
      	
              d.  
                

            	
              In
                the event the Executive engages in gross misconduct in the course
                and
                scope of his employment with the Bank including indecency, immorality,
                gross insubordination, dishonesty, unlawful harassment, use of illegal
                drugs, or fighting; 

            


    

    


    
      	
              e.  
                

            	
              In
                the event a majority of the Board of Directors of the Bank determines,
                in
                good faith, that the Executive’s job performance is unsatisfactory as
                measured against performance standards previously provided to the
                Executive and mutually agreed upon, and has given the Executive written
                notice of such determination which specifically enumerates the reason(s)
                for such determination and a reasonable opportunity, which shall
                not be
                less than 180 days, to correct such unsatisfactory performance; or
                

            


    

     
       
      

    
      	
              f.  
                

            	
              In
                the event the Executive is prohibited from engaging in the business
                of
                banking by any governmental regulatory agency having jurisdiction
                over the
                Bank. 

            


    

    


    If
      during
      his employment, Executive is terminated for Good Cause or resigns his employment
      for any reason other than for Good Reason (as defined below); Employee will
      be
      entitled only to receive base salary through the date of such termination,
      pay
      in lieu of any unused vacation in accordance with the Bank’s normal practice,
      and any benefits to which Executive is entitled under the terms of the Bank’s
      employee benefit plans and programs. 

    


    22.
        
      The
      Bank
      acknowledges and agrees that the Executive reserves the right to terminate
      this
      Agreement at any time, for any reason, with or without cause, by providing
      thirty (30) days written notice, by personal delivery or certified United States
      mail, to the Bank at its principal business address of the Executive's intention
      to terminate this Agreement. Such notice shall be effective upon personal
      delivery or three days after mailing by certified mail. 

    


    23.
        
      The
      Executive acknowledges and agrees that in the event of the Executive's death,
      this Agreement will terminate immediately, without notice, on the date of the
      Executive's death. The Executive acknowledges and agrees that, in the event
      of
      his death, the Bank will pay to the Executive's estate all compensation due
      and
      owing through the date of the Executive's death. 

    


    24.
        
      The
      Executive acknowledges and agrees that this Agreement will terminate
      immediately, without notice, in the event the Executive becomes physically
      or
      mentally disabled, as defined by 29 C.F.R. § 1630.2(g)(1), and cannot
      perform the essential functions of his position, with or without reasonable
      accommodation for the period designated by the Executive's disability insurance
      after which disability payments will begin. 

    


    25.
        
      The
      Executive acknowledges and agrees that in the event of termination of this
      Agreement, for whatever reason, whether at the insistence of the Executive
      or at
      the insistence of the Bank, the Executive will return to the Bank within
      seventy-two (72) hours of the time when notice of termination is communicated
      by
      either party, or sooner if requested by the Bank, any and all equipment,
      literature, documents, data, information, order forms, memoranda,
      correspondence, customer and prospective customer lists, customer's orders,
      records, cards or notes acquired, compiled or coming into the Executive's
      knowledge, possession or control in connection with his activities as an
      employee of the Bank, as well as all machines, parts, equipment or other
      materials received from the Bank or from any of its customers, agents or
      suppliers, in connection with such activities.  
      

     
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    G.
      CHANGE
      IN CONTROL 

    


    26.
        
      The
      parties acknowledge that the Executive has agreed to assume the position of
      Executive Vice President and Chief Operating Officer and to enter into this
      Agreement based on his confidence in the current owners of the Bank and the
      direction of the Bank provided by the current Board of Directors. If the Bank
      should undergo a "Change of Control," as defined below, then the Executive,
      may
      be entitled to certain compensation and benefits under the following
      circumstances.   If, during the term: (i) Executive voluntarily terminates
      his employment with the Company (or its successor) after a minimum of six (6)
      months following a Change in Control (as defined below), or (ii) Executive’s
      employment is terminated by the Company (or its successor) without Good Cause,
      or Employee terminates his employment for Good Reason (as defined below), in
      either case within twenty-four (24) months following a Change in Control,
      Employee shall be entitled to receive the compensation and benefits described
      in
      this Section. Executive shall notify the Bank of such election by personal
      delivery or certified U.S. mail, that he intends to terminate this Agreement
      based upon the Change of Control. Notice of termination shall be effective
      upon
      delivery or three (3) days after mailing by certified mail. 

    


    27.
        
      In
      the
      event that the Executive elects to terminate this Agreement based upon a Change
      in Control, the Bank agrees and acknowledges that the Executive (or his
      Beneficiaries, if applicable) shall have the right to receive a cash lump sum
      payment equal to 99% of his Base Amount as defined in Section 280G(b)(3) of
      the
      Internal Revenue Code of 1986, as amended (“Code”) paid by the Bank upon a
“Triggering Termination,” which shall mean the Executive’s termination of
      employment with the Bank on or within two (2) years after a Change in Control.
      The Bank shall make payment within thirty (30) days of the Triggering
      Termination date. In the event that the Executive is entitled to any payment
      under Section H, no payment shall be due under this Section G. 

    


    Notwithstanding
      any provision of this Agreement to the contrary, the Bank shall not be required
      to pay any benefit under this Agreement if, upon the advice of counsel, the
      Bank
      determines that the payment of such benefit, when aggregated with payments
      the
      Executive receives under other agreements, would be prohibited by 12 C.F.R.
      Part
      359 or any successor regulations regarding employee compensation promulgated
      by
      any regulatory agency having jurisdiction over the Bank or its affiliates,
      or to
      the extent any benefit would be a non-deductible excess parachute payment under
      Section 280G of the Code, or create an excise tax under the excess parachute
      rules of Sections 280G and 4999 of the Code. To the extent possible, the Bank
      shall reduce the benefit paid under this Agreement to the maximum benefit that
      would be deductible and would not result in any such excise tax. 

     
      

    28.
        
      As
      used
      in this Agreement, a "Change of Control" shall be deemed to have occurred in
      any
      of the following instances: 

    


    
      	
                
                a.  

            	
              the
                Company or the Bank is merged or consolidated with another corporation
                and
                as a result of such merger or consolidation less than fifty percent
                (50%)
                of the outstanding voting securities (on a fully diluted basis) of
                the
                surviving or resulting corporation are owned in the aggregate by the
                former shareholders of the Company;


            


    

    


    
      	
              b.  
                

            	
              the
                Company or the Bank sells all or substantially all of its assets
                to
                another corporation; 

            


    

     
      

    
      	
              c.  
                

            	
              (i)
                any person or group within the meaning of the Securities Exchange
                Act of
                1934, as amended (the “Securities Exchange Act”), including without
                limitation existing shareholders of the Company, acquires or otherwise
                becomes the owner of fifty percent (50%) or more of the outstanding
                voting
                securities of the Company and (ii) if such Person causes, encourages
                or
                otherwise provides for an employee, officer, representative or agent
                of
                such Person to be elected to the Board.; or


            


    

    


    Notwithstanding
      the foregoing, a Change in Control shall not be deemed to have occurred if
      a
      Person (as defined by the Securities Exchange Act) becomes a beneficial owner,
      directly or indirectly, of securities representing fifty percent (50%) or more
      of the combined voting power of the Company’s then outstanding securities solely
      as a result of an acquisition by the Company of its own voting securities which,
      by reducing the number of shares outstanding, increases the proportionate number
      of shares beneficially owned by such Person. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              d.  
                

            	
              During
                any period of two consecutive years, individuals who, at the beginning
                of
                such period constituted the members of the Board of Directors of
                the Bank,
                cease for any reason to constitute at least a majority of such Board
                of
                Directors., unless the election, or the nomination for election by
                the
                Company’s shareholders, of each new Director was approved by a vote of at
                least two-thirds of the Directors still in office who were Directors
                at
                the beginning of the period; provided, however, that no individual
                shall
                be considered a member of the Board of Directors of the Company at
                the
                beginning of such period if such individual initially assumed office
                as
                the result of either an actual or threatened election contest or
                proxy
                contest. 

            


    

    


    Furthermore,
      notwithstanding anything contained herein to the contrary, if the Executive’s
      employment is terminated and he reasonably demonstrates that such termination
      was at the request of a third party who has indicated an intention of taking
      steps reasonably calculated to effect a Change in Control and who effects a
      Change in Control, or such termination otherwise occurred in connection with,
      or
      in anticipation of, a Change in Control which actually occurs, then for all
      purposes hereof, a Change in Control shall be deemed to have occurred on the
      day
      immediately prior to the date of such termination of his employment.  

     
      

    29.
        
      For
      purposes of this Agreement, “Good Reason” shall mean any one or more of the
      following occurrences: (i) Executive’s base salary or bonus structure as defined
      in 3.c. of this Agreement or as it may be increased subsequent to the Effective
      Date, is reduced; (ii) Executive’s status or responsibilities with the Bank are
      materially reduced, or Executive is assigned duties which are inconsistent
      with
      such status or responsibilities, or Executive’s business location is materially
      changed; (iii) the Bank (or its successor) fails to continue in effect any
      pension, health care or executive compensation plan or arrangement in which
      Executive was participating, or the Bank (or their successors) takes some action
      which materially reduces Executive’s benefits under any such plan or program,
      without (in either such case) providing Executive with substantially similar
      benefits; or (iv) any successor to the Bank in connection with a Change in
      Control does not, prior to the Change in Control, expressly assume this
      Agreement. 

     
      

    H.
      SEVERANCE
      

    


    30.
        
      The
      Executive and the Bank acknowledge and agree that, if the Bank terminates
      Executive’s employment at any time for any reason other than Good Cause, as
      defined in this Agreement, or Executive terminates his employment for Good
      Reason, as defined above, the Executive shall be entitled to severance pay
      to be
      paid in accordance with the normal payroll procedure of the Bank. Such severance
      pay shall be equal to the base salary that would have been due the Executive
      had
      he remained employed for the remaining term of this Agreement, but in no event
      less than one year’s base salary. In the event that the Executive is entitled to
      any payment under Section G, no payment shall be due under this Section H.
      

    


    I.
      SEVERABILITY
      

    


    31.
        
      The
      Executive acknowledges and agrees that each covenant and/or provision of this
      Agreement shall be enforceable independently of every other covenant and/or
      provision. Furthermore, the Executive acknowledges and agrees that, in the
      event
      any covenant and/or provision of this Agreement is determined to be
      unenforceable for any reason, the remaining covenants and/or provisions will
      remain effective, binding and enforceable. 

    


    J.
      WAIVER
      

    


    32.
        
      The
      parties acknowledge and agree that the failure of either to enforce any
      provision of this Agreement shall not constitute a waiver of that particular
      provision, or of any other provisions of this Agreement. 

    


    K.
      SUCCESSORS
      AND ASSIGNS 

    


    33.
        
      The
      Executive acknowledges and agrees that this Agreement may be assigned by the
      Bank to any successor-in-interest and shall inure to the benefit of, and be
      fully enforceable by, any successor and/or assignee; and this Agreement will
      be
      fully binding upon, and may be enforced by the Executive against, any successor
      and/or assignee of the Bank. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    34.
        
      The
      Executive acknowledges and agrees that his obligations, duties and
      responsibilities under this Agreement are personal and shall not be assignable,
      and that this Agreement shall be enforceable by the Executive only. In the
      event
      of the Executive's death, this Agreement shall be enforceable by the Executive's
      estate, executors and/or legal representatives, only to the extent provided
      herein. 

     
         

    L.
      CHOICE
      OF LAW 

    


    35.
        
      Both
      parties acknowledge and agree that the law of the state of Texas will govern
      the
      validity, interpretation and effect of this Agreement, and any other dispute
      relating to, or arising out of, the employment relationship between the Bank
      and
      the Executive. 

    


    M.
      MODIFICATION
      

    


    36.
        
      Both
      parties acknowledge and agree that this Agreement and the stock option plan
      and
      stock grants set forth in Paragraph 3.f. of this Agreement constitute the
      complete and entire agreement between the parties regarding the employment
      of
      Executive; that the parties have executed this Agreement based upon the express
      terms and provisions set forth herein; that the parties have not relied on
      any
      representations, oral or written, which are not set forth in this Agreement;
      that no previous agreement, either oral or written, shall have any effect on
      the
      terms or provisions of this Agreement; and that all previous agreements, either
      oral or written, are expressly superseded and revoked by this Agreement.


    


    37.
        
      Both
      parties acknowledge and agree that the covenants and/or provisions of this
      Agreement may not be modified by any subsequent agreement unless the modifying
      agreement; (i) is in writing; (ii) contains an express provision
      referencing this Agreement; (iii) is signed by the Executive; and
      (iv) is approved by a disinterested majority of the Board of Directors of
      the Bank. 

    


    N.
      INDEMNIFICATION
      

    


    38.
        
      During
      the term of this Agreement, the Company and the Bank shall indemnify the
      Executive against all judgments, penalties, fines, amounts paid in settlement
      and reasonable expenses (including, but not limited to, attorneys' fees)
      relating to his employment by the Bank to the fullest extent permissible under
      the law, including, without limitation, the National Banking Act, Article 2.02-1
      of the Texas Business Corporation Act, the Company’s Articles of Incorporation,
      and the Bank's Articles of Association, and may purchase such indemnification
      insurance as the Board of Directors may from time to time determine.


    


    O.
      ARBITRATION
      

    


    39.
        
      Any
      dispute, controversy, or claim arising out of or relating to this Agreement
      or
      breach thereof, or arising out of or relating in any way to the employment
      of
      the Executive or the termination thereof, shall be submitted to arbitration
      in
      accordance with the Employment Dispute Arbitration Rules of the American
      Arbitration Association. Judgment upon the award rendered by the arbitrator
      may
      be entered in any court of competent jurisdiction. In reaching his or her
      decision, the arbitrator shall have no authority to ignore, change, modify,
      add
      to or delete from any provision of this Agreement, but instead is limited to
      interpreting this Agreement. Notwithstanding the arbitration provisions set
      forth in this Agreement, the Executive and the Bank acknowledge and agree that
      nothing in this Agreement shall be construed to require the arbitration of
      any
      claim or controversy arising under the NONINTERFERENCE section of this
      Agreement. These provisions shall be enforceable by any court of competent
      jurisdiction and shall not be subject to this section of the Agreement. The
      Executive and the Bank further acknowledge and agree that nothing in this
      Agreement shall be construed to require arbitration of any claim for workers'
      compensation or unemployment compensation. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    P.
      LEGAL
      CONSULTATION 

    


    40.
        
      The
      Executive and the Company acknowledge and agree that both parties have been
      accorded a reasonable opportunity to review this Agreement with legal counsel
      prior to executing the agreement. 

    


    Q.
      MISCELLANEOUS
      

    


    41.
        
      The
      Executive shall make himself available, upon the request of the Bank, to testify
      or otherwise assist in litigation, arbitration, or other disputes involving
      the
      Bank, or any of the directors, officers, employees, subsidiaries, or parent
      corporations of either, at no additional cost during the term of this Agreement
      and at any time following the termination of this Agreement. 

    


    42.
        
      The
      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 the Executive as the result of employment by another
      employer after the date of termination, or otherwise. 

    


    43.
        
      In
      the
      event either party institutes arbitration or litigation to enforce or protect
      its rights under this Agreement, the prevailing party in such arbitration or
      litigation shall be entitled, in addition to all other relief, to reasonable
      attorneys fees, out-of-pocket costs, disbursements, and arbitrator's fees
      relating to such arbitration or litigation. 

    


    44.
        
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which shall together constitute
      one and the same Agreement. 

    


    R.
      NOTICES
      

    


    45.
        
      Any
      and
      all notices of documents or other notices required to be delivered under the
      terms of this Agreement shall be addressed to each party as follows:


    


    EXECUTIVE:
      

     
      

    Patrick
      Howard 

    


    COMPANY:
      

    


    T
      Bancshares, Inc. 

    President
      

    16000
      Dallas Parkway, Suite 125 

    Dallas,
      TX 75248 

    


    EXECUTED
      ON THIS DATE FIRST WRITTEN ABOVE IN DALLAS, TEXAS. 

    


    
      	
               
                  

            	 	
              “EXECUTIVE
                ”
                

            
	
               
                  

            	 	
               
                

            
	
               
                  

            	 	
               /s/
                Patrick Howard 

            
	
              WITNESS
                 
                

            	 	
              Patrick
                Howard 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
                  

            	 	
              “COMPANY
                ”
                

            
	
               
                  

            	 	
               
                

            
	
               
                  

            	 	
              T
                BANCSHARES, INC. 

            
	
               
                  

            	 	
               
                

            
	
               
                  

            	 	
               /s/
                Patrick Adams 

            
	
              WITNESS
                 
                

            	 	
              President
                

              Patrick
                Adams