Exhibit10.15**CHANGE IN CONTROL/SEVERANCE AGREEMENT**     **THIS AGREEMENT**is made by and between Guaranty Financial Group Inc., a Delaware corporation(the “*Company*”) and <name> (the “*Executive*”).**W****I****T****N****E****S****S****E****T****H:**     **WHEREAS**, the Executive currently is employed by the Company and a party to a Change in ControlAgreement (the “*Existing CIC Agreement*”) with the Company;     **WHEREAS**, the Board recognizes that, as is the case with many publicly held corporations, thepossibility of a Change in Control exists and that such possibility, and the uncertainty andquestions which it may raise among management, may result in the departure or distraction ofmanagement personnel to the detriment of the Company and its stockholders; and     **WHEREAS**, the Board has determined that Executive should receive an additional change incontrol agreement as set forth herein and this additional change in control agreement shall notreplace or supersede Executive’s Existing CIC Agreement but shall be an additional benefit to theExecutive;     **NOW, THEREFORE**, in consideration of the premises and the mutual covenants herein contained,the Company and the Executive hereby agree as follows:     1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided inthe last Section hereof.     2. Term of Agreement. The Term of this Agreement shall commence on the Effective Date andshall continue in effect through the second anniversary of the effective date of the Existing CICAgreement (the “*Initial Term*”); provided, however, that commencing on the first anniversary of theeffective date of the Existing CIC Agreement, and on each anniversary of the effective date of theExisting CIC Agreement thereafter, the Term shall automatically be extended for one additional yearunless, not later than 90 days prior to each such date, the Company or the Executive shall havegiven notice not to extend the Term; and provided, further, that if a Change in Control shall haveoccurred during the Term, the Term shall expire no earlier than 24 months beyond the month in whichsuch Change in Control occurred.     3. Company’s Covenants Summarized. In order to induce the Executive to remain in the employ ofthe Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, theCompany agrees, under the conditions described herein, to pay the Executive the Severance Paymentsand the other payments and benefits described herein. No Severance Payments shall be payable underthis Agreement unless there shall have been a termination of the Executive’s employment during theInitial Term by the Company without Cause or by the Executive with Good Reason or unless thereshall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall bedeemed to have been) a termination of the Executive’s employment with the Company following andwithin two years after a Change in Control and during the Term. This Agreement shall not beconstrued as creating an express or implied contract of employment and, except as otherwise agreedin writing between the Executive and the Company, the Executive shall not have any right to beretained in the employ of the Company.
 

 
     4. The Executive’s Covenants. The Executive agrees that, subject to the terms and conditionsof this Agreement, in the event of a Potential Change in Control during the Term, the Executivewill remain in the employ of the Company until the earliest of (i) a date which is six months fromthe date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the dateof termination by the Executive of the Executive’s employment for Good Reason or by reason ofdeath, Disability or Retirement, or (iv) the termination by the Company of the Executive’semployment for any reason.     5. Compensation Other Than Severance Payments.     5.1 During the Initial Term or otherwise following a Change in Control and during theTerm, during any period that the Executive fails to perform the Executive’s full-time dutieswith the Company as a result of incapacity due to physical or mental illness, the Companyshall pay the Executive’s full salary to the Executive at the rate in effect at thecommencement of any such period, together with all compensation and benefits payable to theExecutive under the terms of any compensation or benefit plan, program or arrangementmaintained by the Company during such period (other than any disability plan), until theExecutive’s employment is terminated by the Company for Disability.     5.2 If the Executive’s employment shall be terminated for any reason during the InitialTerm or otherwise following a Change in Control and during the Term, the Company shall paythe Executive’s full salary to the Executive through the Date of Termination at theExecutive’s then current salary (determined without regard to any reduction constitutingGood Reason) together with all compensation and benefits payable to the Executive throughthe Date of Termination under the terms of the Company’s compensation and benefit plans,programs or arrangements as in effect immediately prior to the Date of Termination or, ifmore favorable to the Executive, as in effect immediately prior to the first occurrence ofan event or circumstance constituting Good Reason.     5.3 If the Executive’s employment shall be terminated for any reason during the InitialTerm and otherwise following a Change in Control and during the Term, the Company shall payto the Executive the Executive’s normal post-termination compensation and benefits as suchpayments become due. Such post-termination compensation and benefits shall be determinedunder, and paid in accordance with, the Company’s retirement, insurance and othercompensation or benefit plans, programs and arrangements as in effect immediately prior tothe Date of Termination or, if more favorable to the Executive, as in effect immediatelyprior to the occurrence of the first event or circumstance constituting Good Reason.     5.4 For the two-year period commencing immediately following a Change in Control andduring the Initial Term, the Company agrees (A) to provide the Executive with benefitssubstantially similar to the material benefits provided to the Executive under any of theCompany’s executive compensation (including bonus, equity or incentive compensation),pension, savings, life insurance, medical, health and accident, or disability plans in whichthe Executive was participating immediately prior to the Change in Control (or, during theInitial Term, immediately after the Effective Date), and to provide the Executive with anumber of vacation days that would be no less favorable to the Executive than the numberdetermined in accordance with the vacation policy in effect immediately prior to the Changein Control (or, during the Initial Term, immediately after the Effective Date) on the basisof the Executive’s years of service with the Company, (B) to timely pay to the Executive anyportion of the Executive’s current compensation, or timely pay to the Executive any materialportion of an installment of deferred compensation under any deferred compensation
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program of the Company, and (C) not to take any other action that would directly orindirectly deprive the Executive of any material fringe benefit enjoyed by the Executiveimmediately prior to the Change in Control (or, during the Initial Term, immediately afterthe Effective Date), exclusive of any across the board reductions affecting all similarlysituated employees.     6. Severance Payments.     6.1 If the Executive’s employment is terminated either during the Initial Term orotherwise following a Change in Control and within two (2) years after a Change in Control(provided that such termination of employment constitutes a “separation from service” withinthe meaning of Section 409A of the Code), in either event other than (A) by the Company forCause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason,then the Company shall pay the Executive the amounts, and provide the Executive thebenefits, described in this Section 6.1 (“*Severance Payments*”) and Section 6.2, in additionto any payments and benefits to which the Executive is entitled under Section 5 hereof. Forpurposes of this Agreement, the Executive’s employment shall be deemed to have beenterminated following a Change in Control by the Company without Cause or by the Executivewith Good Reason, if (i) the Executive’s employment is terminated by the Company withoutCause prior to a Change in Control (whether or not a Change in Control ever occurs) and suchtermination was at the request or direction of a Person who has entered into an agreementwith the Company the consummation of which would constitute a Change in Control, or (ii) theExecutive terminates his employment for Good Reason prior to a Change in Control (whether ornot a Change in Control ever occurs) and the circumstance or event which constitutes GoodReason occurs at the request or direction of such Person. For purposes of any determinationregarding the applicability of the immediately preceding sentence, any position taken by theExecutive shall be presumed to be correct unless the Company establishes to the Board byclear and convincing evidence that such position is not correct.     (A) In lieu of any further salary payments to the Executive for periodssubsequent to the Date of Termination, the Company shall pay to the Executive a lumpsum severance payment, in cash, equal to one (1) times the sum of (i) the Executive’shighest base salary as in effect during the three-year period ending immediatelyprior to the Date of Termination (including, if the Date of Termination occurs withinthree years after the effective date of the Existing CIC Agreement, salary paid inrespect of employment by Temple-Inland Inc. (“*Temple-Inland*”) or its Affiliatesduring such three-year period) and (ii) the Executive’s target annual bonus pursuantto any annual bonus or incentive plan maintained by the Company in respect of thefiscal year in which occurs the Date of Termination (or, if higher, the greatestactual annual bonus in respect of any of the three preceding fiscal years (includingas applicable, with respect to years ending at or before the effective date of theExisting CIC Agreement, annual bonuses paid by Temple-Inland)).     (B) For an additional one-year period immediately following the end of thetwo-year period provided for in Section 6.1(B) of the Existing CIC Agreement, theCompany shall arrange to provide the Executive and his dependents life, accidentaldeath and dismemberment, medical and dental benefits substantially similar to thoseprovided to the Executive and his dependents immediately prior to the Date ofTermination or, if more favorable to the Executive, those provided to the Executiveand his dependents immediately prior to the first occurrence of an event orcircumstance constituting Good Reason, at no greater cost to the Executive than thecost to the Executive immediately prior to such date or occurrence; provided,however, that such health and welfare benefits shall be provided
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through an arrangement that satisfies the requirements of Sections 105 and 106of the Code. To the extent that health and welfare benefits of the same type arereceived by or made available to the Executive during the three-year period followingthe Executive’s Date of Termination (which such benefits received by or madeavailable to the Executive shall be reported by the Executive to the insurancecompany or other appropriate party in accordance with any applicable coordination ofbenefits provisions), the benefits otherwise receivable by the Executive pursuant tothis Section 6.1(B) shall be made secondary to such benefits; provided, however, thatthe Company shall reimburse the Executive for the excess, if any, of the cost of suchbenefits to the Executive over such cost immediately prior to the Date of Terminationor, if more favorable to the Executive, the first occurrence of an event orcircumstance constituting Good Reason.     (C) Vesting shall accelerate and restrictions shall lapse on all unvested orrestricted equity or equity-based awards in respect of the Company held by theExecutive, if any, as of the Date of Termination and each stock option to acquirecommon stock of the Company and each stock appreciation right in respect of theCompany held by the Executive as of the Date of Termination shall remain exercisablefollowing the Date of Termination for the full term of such option or stockappreciation right. This Section 6.1(C) shall not be applicable to any equity orequity-based awards in respect of Temple-Inland.     (D) In addition to the benefits to which the Executive is entitled under anydefined contribution Pension Plan, the Company shall pay the Executive a lump sumamount, in cash, equal to the sum of (i) the amount that would have been contributedthereto or credited thereunder by the Company on the Executive’s behalf during anadditional one (1) year period immediately following the end of the two-year periodprovided for in Section 6.1(E) of the Existing CIC Agreement (but not including asamounts that would have been contributed or credited an amount equal to the amount ofany reduction in base salary, bonus or other compensation that would have occurred inconnection with such contribution or credit), determined (x) as if the Executive madethe maximum permissible contributions thereto or credits thereunder during suchadditional one-year period, (y) as if the Executive earned compensation during suchadditional one-year period at a rate equal to the Executive’s highest rate ofcompensation (as defined in the defined contribution Pension Plan) during thethree-year period ending immediately prior to the Date of Termination, and (z)without regard to any amendment to the defined contribution Pension Plan madesubsequent to the effective date of the Existing CIC Agreement and on or prior to theDate of Termination, which amendment adversely affects in any manner the computationof benefits thereunder, and (ii) the excess, if any, of (x) the Executive’s accountbalance under the Pension Plan as of the Date of Termination over (y) the portion ofsuch account balance that is nonforfeitable under the terms of the definedcontribution Pension Plan.     (E) For an additional one-year period immediately following the end of thetwo-year period provided for in Section 6.1(H) of the Existing CIC Agreement, theCompany shall provide the Executive with perquisites, if any, that were applicableimmediately prior to the Date of Termination or, if more favorable, immediately priorto the first occurrence of an event or circumstance constituting Good Reason,provided that in no event shall the amount of perquisites to which the Executive isentitled under this Section 6.1(E) for any taxable year of the Executive affect theamount of perquisites to which the Executive is entitled under this Section 6.1(E)for any other taxable year.
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     6.2 Excise Tax Gross-Up.     (A) Whether or not the Executive becomes entitled to the Severance Payments, ifany payment or benefit received or to be received by the Executive in connection witha Change in Control or the termination of the Executive’s employment (whetherpursuant to the terms of this Agreement or any other plan, arrangement or agreementwith the Company, any Person whose actions result in a Change in Control or anyPerson affiliated with the Company or such Person) (all such payments and benefits,including the Severance Payments, being hereinafter called “*Total Payments*”) will besubject (in whole or part) to the Excise Tax, then, subject to the provisions ofsubsection (B) of this Section 6.2, the Company shall pay to the Executive anadditional amount (the “*Gross-Up Payment*”) such that the net amount retained by theExecutive, after deduction of any Excise Tax on the Total Payments and any federal,state and local income and employment taxes and Excise Tax upon the Gross-Up Payment,shall be equal to the Total Payments.     (B) In the event that the amount of the Total Payments does not exceed 110% ofthe largest amount that would result in no portion of the Total Payments beingsubject to the Excise Tax (the “*Safe Harbor*”), then subsection (A) of this Section6.2 shall not apply and the noncash Severance Payments shall first be reduced (ifnecessary, to zero), and the cash Severance Payments shall thereafter be reduced (ifnecessary, to zero) so that the amount of the Total Payments is equal to the SafeHarbor; provided, however, that, to the extent permitted by Section 409A of the Code,the Executive may elect to have the cash Severance Payments reduced (or eliminated)prior to any reduction of the noncash Severance Payments.     (C) For purposes of determining whether any of the Total Payments will besubject to the Excise Tax and the amount of such Excise Tax, (i) all of the TotalPayments shall be treated as “parachute payments” within the meaning of Section280G(b)(2) of the Code, unless in the opinion of tax counsel (“*Tax Counsel*”)reasonably acceptable to the Executive and selected by the accounting firm which was,immediately prior to the Change in Control, the Company’s independent auditor (the“*Auditor*”), such other payments or benefits (in whole or in part) do not constituteparachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii)all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Codeshall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel,such excess parachute payments (in whole or in part) represent reasonablecompensation for services actually rendered, within the meaning of Section280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonablecompensation, or are otherwise not subject to the Excise Tax, and (iii) the value ofany noncash benefits or any deferred payment or benefit shall be determined by theAuditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.Prior to the payment date set forth in Section 6.3 hereof, the Company shall providethe Executive with its calculation of the amounts referred to in this Section 6.2(C)and such supporting materials as are reasonably necessary for the Executive toevaluate the Company’s calculations. If the Executive disputes the Company’scalculations (in whole or in part), the reasonable opinion of Tax Counsel withrespect to the matter in dispute shall prevail.     (D) (I) In the event that (1) amounts are paid to the Executive pursuant toSection 6.2(A), (2) there is a Final Determination that the Excise Tax is less thanthe amount taken into account hereunder in calculating the Gross-Up Payment, and (3)after giving
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effect to such Final Determination, the Severance Payments are to be reducedpursuant to Section 6.2(B), the Executive shall repay to the Company, within five (5)business days following the date of the Final Determination, the Gross-Up Payment,the amount of the reduction in the Severance Payments, plus interest on the amount ofsuch repayments at 120% of the rate provided in