FRANKLIN BANCORP INC MI
EMPLOYMENT AGREEMENT OF LEONARD B. CARLETON
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>4
<FILENAME>k79107exv10w21.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF LEONARD B. CARLETON
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.21



                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into as of June 16,
2003 ("Effective Date") between Franklin Bank, N.A. ("Bank") and Leonard B.
Carleton ("Carleton").

                                    RECITALS

         Bank wishes to employ Carleton as its Treasurer and Chief Financial
Officer and Carleton wishes to accept such employment under the terms and
conditions set forth in this Agreement.

         IT IS AGREED as follows:

         1. EMPLOYMENT. Bank hereby employs Carleton as its Chief Financial
Officer and elects Carleton as its Treasurer. Carleton accepts such employment
and election. Carleton further agrees to serve as Chief Financial Officer and
Treasurer for Franklin Bancorp.

         2. TERM. The term of employment under this Agreement shall commence on
the Effective Date and shall continue, unless otherwise terminated earlier under
Section 11, until the day before the first anniversary of the Effective Date,
i.e., June 15, 2004 (the "Term"), provided that on the day before each yearly
anniversary of the Effective Date, the Term shall be automatically extended for
successive additional one (1) year periods unless at least ninety (90) days
prior to such anniversary date, either Bank or Carleton furnishes the other with
written notice that the Term not be so extended.

         3. DUTIES. Carleton shall devote his full-time efforts to the proper
and faithful performance of all duties customarily discharged by a Treasurer and
Chief Financial Officer for a financial institution, including without
limitation (a) supervision of Bank's financial operations, (b) recruitment,
training and management of Bank financial personnel, (c) formulation and
implementation of financial policies or guidelines and (d) any additional duties
assigned to him from time to time by the President and CEO of Bank and/or the
Board of Directors of Bank. Carleton shall report directly to the President and
CEO of Bank. Carleton agrees to use his best efforts and comply with all
fiduciary and professional standards in the performance of his duties hereunder.
Carleton shall provide services to Franklin Bancorp and of any subsidiary or
affiliate of Bank or Franklin Bancorp without additional compensation and
benefits beyond those set forth in this Agreement, and any compensation and
benefits provided to Carleton for such services shall be a credit with regard to
amounts due from Bank under this Agreement. Carleton represents that his
employment under this Agreement will not conflict with or result in the breach
of any agreement to which Carleton is bound.

         4. BASE SALARY. Carleton shall be paid a base salary of One Hundred
Twenty-Five Thousand Dollars ($125,000.00) per annum for the Term payable, less
applicable withholding, in equal monthly payments or more frequently in
accordance with Bank's regular practice. Salary for a portion of any period will
be prorated. Upon extension of the Term, Carleton's base salary will be set
following review each year during the Term (as extended) by the Compensation
Committee of Bank; provided, however, that Carleton's base salary shall not be
reduced from the base salary immediately previously in effect.


<PAGE>

         5. ANNUAL CASH BONUS. On or before March 31st following each calendar
year (except for calendar year 2003), Carleton will be eligible to receive an
annual performance bonus based upon Bank's achieving (i) targeted financial
results for the prior year, taking into consideration the earnings set forth in
the annual budget approved by Bank's Board of Directors each year and/or (ii)
such other goals and objectives as mutually determined each year during the Term
by Bank and Carleton. The amount of the annual cash bonus earned and payable for
any year shall be based on a formula established by the Compensation Committee
for all key executive officers of Bank. Carleton will be eligible for a bonus
for calendar year 2003 based on mutually agreed upon performance goals which may
include, without limitation, (a) the completion of the SBT Tax Project and (b)
the completion of the Baker Hill Profitability Model Review and Implementation
Project, provided that such bonus shall not exceed Twenty-Nine Thousand Dollars
($29,000.00) nor be less than Fifteen Thousand Dollars ($15,000.00). If
Carleton's employment ends before or upon expiration of the Term, he shall not
be eligible for a bonus covering the approximate five and one-half (5 1/2)
months of the then current calendar year.

         6. LONG TERM INCENTIVE COMPENSATION. Bank anticipates the development
of a long-term incentive compensation plan which shall provide Carleton with the
opportunity to earn awards under an equity and/or cash based system upon
achievement of long-term objectives. It is expected that such plan shall be
developed and implemented no later than the 2004 annual meeting of shareholders.

         7. STOCK OPTIONS.

         (a)      Franklin Bancorp shall (a) on the Effective Date grant to
                  Carleton an option to purchase 1,125 shares of Franklin
                  Bancorp common stock pursuant to the existing terms and
                  conditions of the Key Executive Stock Option Plan, as amended
                  from time to time (the "Plan") and (b) as soon as practicable
                  conditionally grant to Carleton an option to purchase 3,000
                  shares of Franklin Bankcorp common stock pursuant to the
                  amended and restated terms and conditions of the proposed
                  Amended and Restated Key Executive Stock Option Plan, such
                  conditional grant expressly subject to and conditioned upon
                  the approval by Franklin Bancorp's shareholders, in their
                  discretion, at their annual meeting in June 2003 to make
                  available additional shares for the Board of Directors to
                  grant in such fashion; provided, however, exercisability of
                  all such options shall terminate in accordance with the Plan
                  but in no event later than ninety (90) days after any
                  termination of employment, except as modified by Section 11(c)
                  below. The options shall vest as set forth in the Plan, as
                  modified by Section 10, below.

         (b)      During the Term of his employment, Carleton shall be entitled
                  to fully participate in any future stock option plans, stock
                  purchase plans, restricted stock plans or other similar plans
                  which may be adopted by Bank or Franklin Bancorp in the
                  future. The level of such participation shall be determined by
                  the Compensation Committee of Bank.


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         8. BENEFITS.

         (a)      During the Term, Carleton may participate in all Bank
                  sponsored retirement plans, 401(k) plans, life insurance
                  plans, medical insurance plans, disability insurance plans,
                  employee stock ownership plans and such other benefit plans
                  generally available from time to time to other executive
                  employees of Bank or Franklin Bancorp for which he qualifies
                  under the terms of the plans. Carleton's participation in and
                  benefits under any benefit plan shall be on the terms and
                  subject to the conditions specified in such plan.

         (b)      Carleton will receive four (4) weeks of paid vacation in each
                  calendar year, prorated for periods less than one (1) year.

         9. REIMBURSEMENT OF EXPENSES. Bank will reimburse Carleton for the
reasonable and necessary expenses incurred by him in the performance of his
duties under this Agreement in accordance with Bank's policies in effect from
time to time.

         10. SEPARATION FROM EMPLOYMENT DUE TO CHANGE IN CONTROL. In the event
of a Qualifying Event pursuant to a Change in Control (as those terms are
defined below), Bank will pay to Carleton an amount equal to (a) one (1.0) times
Carleton's Cash Compensation for the year, if such Qualifying Event occurs
during the first twelve (12) months of Carleton's employment with Bank or (b)
one and one-half (1.5) times the average of Carleton's previous three (3) years
(or fewer years, if employment is less than three (3) full years) of Cash
Compensation if such Qualifying Event occurs after Carleton's first twelve (12)
months of employment with Bank; provided, however, that Bank shall not be
obligated to pay any portion of this amount if it would constitute an "excess
parachute payment" as defined in Section 280G of the Internal Revenue Code or
such successor provisions. In the event of a Qualifying Event pursuant to a
Change in Control, Carleton will thereupon be considered one hundred percent
(100%) vested with respect to any unexercised options, warrants and restricted
stock grants. As a condition to the payment by Bank under this Section 10,
Carleton must first execute and deliver to Bank, in a form prepared by Bank, a
release of all claims against Bank, Franklin Bancorp and other appropriate
parties, excluding Bank's performance under this Section 10 and of Carleton's
vested rights under Bank sponsored retirement plans, 401(k) plans and stock
ownership plans.

         For purposes of this Section 10, "Cash Compensation" means the total of
Carleton's base salary (Section 4) and any annual cash bonus paid (Section 5),
only.

         For purposes of this Section 10, "Change in Control" means the
occurrence of any of the following:

         (a)      any "person" or "group" (as such terms are used in Sections
                  13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), other than a trustee or other
                  fiduciary under an employee benefit plan established or
                  maintained by Bank or Franklin Bancorp, is or becomes the
                  beneficial owner (within the meaning of Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of
                  Franklin Bancorp representing more than thirty percent



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                  (30%) of the combined voting power of Franklin Bancorp's then
                  outstanding securities; provided, however, that such
                  acquisition of more than thirty percent (30%) of the combined
                  voting power of Franklin Bancorp's outstanding securities will
                  not constitute a Change in Control if the excess is acquired
                  in violation of law and the acquirer by court order,
                  settlement or otherwise disposes or is required to dispose of
                  all securities acquired in violation of law; or

         (b)      upon the purchase of Franklin Bancorp's Common stock pursuant
                  to a tender or exchange offer at the point which results in
                  the sale of more than thirty percent (30%) of the combined
                  voting power of Franklin Bancorp's then outstanding securities
                  (other than a tender or exchange offer initiated by Franklin
                  Bancorp or a trustee or other fiduciary under an employee
                  benefit plan established or maintained by Bank or Franklin
                  Bancorp); or

         (c)      upon consummation and closing of a transaction resulting in
                  (i) a merger or consolidation of Franklin Bancorp with or into
                  another institution, other than a merger or consolidation
                  which would result in the voting securities of Franklin
                  Bancorp outstanding immediately prior thereto continuing to
                  represent (either by remaining or by being converted into
                  voting securities of the surviving entity) more than fifty
                  percent (50%) of the combined voting power of the voting
                  securities of Franklin Bancorp or such surviving entity
                  outstanding immediately after such merger or consolidation);
                  or (ii) a sale, exchange, lease, mortgage, pledge, transfer,
                  or other disposition (in one transaction or a series of
                  related transactions) of all or substantially all of the
                  assets of Franklin Bancorp which shall include, without
                  limitation, the sale of assets or earning power aggregating
                  more than fifty percent (50%) of the assets or earning power
                  of Franklin Bancorp on a consolidated basis; or (iii) any
                  liquidation or dissolution of Franklin Bancorp; or (iv) any
                  reorganization, reverse stock split, or recapitalization of
                  Franklin Bancorp which would result in a Change in Control.

         For purposes of this Section 10, "Qualifying Event" means one of the
following events which occurs during the period commencing one hundred eighty
(180) days prior to the date of a Change in Control and ending on the first
anniversary of a Change in Control:

         (a)      the termination of Carleton's employment by Bank without Cause
                  (as defined in Section 11(e));

         (b)      resignation from employment by Carleton as the result of his
                  removal from the position of Treasurer and Chief Financial
                  Officer or the material and substantial reduction of his
                  duties in such positions or the relocation of Carleton from
                  Bank's current headquarters in Southfield to a location at
                  least fifty (50) miles away; or

         (c)      resignation from employment by Carleton due to the reduction
                  of Carleton's then current base salary or elimination of (i)
                  eligibility for an annual cash bonus, (ii) eligibility for
                  long term incentive compensation or (iii) any existing
                  benefits as described in Section 8.



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         11. TERMINATION OF EMPLOYMENT.

         (a)      Carleton's employment under this Agreement may be terminated
                  at any time by President and CEO and/or the Board of Directors
                  of Bank (and by the Board of Directors of Franklin Bancorp and
                  of any subsidiary or affiliated organization for employment
                  with those entities), with or without Cause (as defined
                  below). Carleton's employment is "at-will."

         (b)      Carleton's employment under this Agreement shall terminate
                  upon expiration of the Term without extension as described in
                  Section 2.

         (c)      Carleton's employment under this Agreement shall terminate
                  upon his retirement, resignation or death. Carleton shall
                  furnish sixty (60) days' advance written notice to Bank of his
                  intent to resign or retire unless pursuant to a Change in
                  Control under Section 10. If Carleton resigns or retires
                  within the first year of employment with Bank other than in
                  connection with a Change in Control and fails to provide such
                  advance written notice, all unexercised stock options granted
                  pursuant to Section 7 shall immediately be deemed forfeited.

         (d)      Carleton's employment under this Agreement shall terminate
                  upon thirty (30) days written notice by Bank to Carleton of a
                  termination due to Disability, provided such notice is
                  delivered during the period of Disability. The term
                  "Disability" shall mean, for purposes of this Agreement, the
                  inability of Carleton, due to injury, illness, disease or
                  bodily or mental infirmity to engage in the performance of his
                  material duties of employment with Bank as contemplated by
                  Section 3 herein for (i) any period of ninety (90) consecutive
                  days or (ii) a period of one hundred fifty days (150) in any
                  consecutive twelve (12) months, provided that interim returns
                  to work of less than ten (10) consecutive business days in
                  duration shall not be deemed to interfere with a determination
                  of consecutive absent days if the reason for absence before
                  and after the interim return are the same. Benefits to which
                  Carleton is entitled under any disability policy or plan
                  provided by Bank shall reduce the base salary paid to Carleton
                  during any period of Disability on a dollar-for-dollar basis.

         (e)      Bank shall have the right to terminate Carleton's employment
                  for Cause. For purposes of this Agreement, "Cause" shall
                  consist of any of the following:

                  (i)      Carleton's willful misrepresentation, fraud, willful
                           dishonesty or willful breach of a fiduciary duty
                           which is intended to result, or does result, in his
                           or any person's or entity's enrichment at the expense
                           of Bank;

                  (ii)     willful misconduct; provided, however, that conduct
                           by Carleton in good faith and/or ordinary negligence
                           shall not be considered "Cause" under subsections
                           (e)(ii) or (iii);

                  (iii)    willful or reckless conduct of Carleton which has an
                           adverse impact (economic or otherwise) on Bank;



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                  (iv)     failure to perform Carleton's duties or failure to
                           follow any written policy or directive of the Board
                           of Directors of Bank or Franklin Bancorp, any of
                           which is not remedied by Carleton after receipt by
                           him of a written notice from Bank's President and CEO
                           and/or the Board of Directors of Bank or Franklin
                           Bancorp specifying the required action and the time
                           period within which the action must be taken, which
                           period shall not be less than three (3) days;

                  (v)      willful violation of any law, rule or regulation
                           relating to the operation of Bank or any of its
                           subsidiaries or affiliates;

                  (vi)     the order of any court or supervising governmental
                           agency with jurisdiction over the affairs of Bank or
                           any subsidiary or affiliate;

                  (vii)    Carleton's willful violation of any provision of this
                           Agreement, including without limitation violation of
                           Sections 12, 13, 14 or 15;

                  (viii)   Carleton's conviction or no contest plea to a felony
                           or crime involving moral turpitude;

                  (ix)     abuse of illegal drugs or other controlled substances
                           or habitual intoxication; or

                  (x)      willful violation by Carleton of Bank's published
                           business conduct guidelines, code of ethics, conflict
                           of interest or other similar policies.

         (f)      If Carleton's employment terminates for Cause or for any
                  reason other than as set forth in Section 11(g), Bank shall be
                  obligated only to continue to pay Carleton's salary and, to
                  the extent earned, accrued and unpaid, annual cash bonus and
                  long term incentive compensation and furnish the then existing
                  benefits under Section 8 up to the date of termination (except
                  as otherwise set forth in this Agreement).

         (g)      If Carleton's employment is terminated by Bank without Cause
                  under Section 11(a), in addition to the amounts payable under
                  Section 11(f) and unless the termination is the result of a
                  Qualifying Event due to a Change in Control under Section 10,
                  Carleton shall be entitled to receive his (i) base salary,
                  (ii) a pro rated annual cash bonus for the then current
                  calendar year calculated as if all targets and goals are
                  achieved (but no other incentive compensation beyond the date
                  of termination) and (iii) benefits under Section 8 for the
                  remainder of the then Term (i.e., in all events a period of
                  less than one (1) year) at the times and frequency regularly
                  paid. As a condition to the salary and benefit continuation
                  under this Section 11(g), Carleton must first execute and
                  deliver to Bank, in a form prepared by Bank, a release of all
                  claims against Bank, Franklin Bancorp and other appropriate
                  parties, excluding Bank's performance under this Section 11(g)
                  and of Carleton's vested rights under Bank sponsored
                  retirement plans, 401(k) plans and stock ownership plans.
                  Carleton's salary shall be subject to offset for earnings from
                  subsequent employment during the remainder of the Term and all
                  benefits provided by Bank shall cease upon subsequent
                  employment of Carleton. If the



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                  termination without Cause occurs within the one hundred eighty
                  day (180) period before a Change in Control under Section 10
                  so as to constitute a Qualifying Event under such Section, any
                  salary and benefit continuation to Carleton under this Section
                  11(g) shall immediately cease and Bank shall receive a credit
                  against the payment pursuant to Section 11 for the salary and
                  prorated annual cash bonus payments hereunder.

         (h)      The termination of Carleton's employment with Bank, for any
                  reason and irrespective as to whether initiated by Carleton or
                  Bank, shall be considered a contemporaneous resignation by
                  Carleton from the Treasurer positions with Bank and Bancorp
                  and shall deemed a termination from employment with Bancorp
                  and all entities related to Bank.

         12. CONFIDENTIALITY. During Carleton's employment with Bank and at all
times after the termination of such employment, regardless of the reason for
such termination, Carleton shall hold all Confidential Information relating to
Bank in strict confidence and in trust for Bank and shall not disclose or
otherwise communicate, provide or reveal in any manner whatsoever any of the
Confidential Information to anyone other than Bank without the prior written
consent of Bank. "Confidential Information" includes, without limitation,
financial information, related trade secrets (including, without limitation,
Bank's business plan, methods and/or practices) and other proprietary business
information of Bank which may include, without limitation, market studies,
customer and client lists, referral lists and other items relative to the
business of Bank. "Confidential Information" shall not include information which
is or becomes in the public domain through no action by Carleton or information
which is generally disclosed by Bank to third parties without restrictions on
such third parties.

         13. SOLICITATION OF CUSTOMERS. During his employment with Bank and for
a period after the termination of Carleton's employment, regardless of the
reason for the termination, equal to the greater of (a) one (1) year or (b) the
period for which Carleton receives payment of his base salary under Section
11(g) for termination by Bank without Cause (the "Non-Competition Period"),
Carleton shall not, whether directly or indirectly, for his own benefit or for
the benefit of any other person or entity, or as a partner, stockholder, member,
manager, officer, director, proprietor, employee, consultant, representative,
agent of any entity other than Bank, solicit, directly or indirectly, any
customer of Bank, or induce any customer of Bank to terminate any association
with Bank, or otherwise attempt to provide services to any customer of Bank.
Carleton shall prevent such solicitation to the extent he has authority to
prevent same and otherwise shall not interfere with the relationship between
Bank and its customers.

         14. SOLICITATION OF EMPLOYEES AND OTHERS. During his employment with
Bank and during the Non-Competition Period, Carleton shall not, whether directly
or indirectly, for his own benefit or for the benefit of any other person or
entity, or as a partner, stockholder, member, manager, officer, director,
proprietor, employee, consultant, representative, agent of any entity other than
Bank, solicit, for purposes of employment or association, any employee or agent
of Bank ("Solicited Person"), or induce any Solicited Person to terminate such
employment or association for purposes of becoming employed or associated
elsewhere, or hire or otherwise engage any Solicited Person as an employee or
agent of an entity with whom Carleton may be affiliated or permit such, or
otherwise interfere with the relationship between Bank and its



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employees and agents. For purposes of this Agreement, an employee or agent of
Bank shall mean an individual employed or retained by Bank during the Term
and/or who terminates such association with Bank within a period of six (6)
months after the termination of Carleton's employment with Bank.

         15. NON-COMPETITION. During his employment with Bank and during the
Non-Competition Period, Carleton shall not, directly or indirectly, as an
officer, director, shareholder, member, partner, joint venturer, employee,
independent contractor, consultant, or in any other capacity:

         (a)      Engage, own or have any interest in;

         (b)      Manage, operate, join, participate in, accept employment with,
                  render advice to, or become interested in or be connected
                  with;

         (c)      Furnish consultation or advice to; or

         (d)      Permit his name to be used in connection with;

any person or entity engaged in the business of providing trust or banking
services within Oakland, Wayne or Macomb Counties, Michigan. Notwithstanding the
foregoing, holding five percent (5%) or less of an interest in the equity, stock
options or debt of any publicly traded company shall not be considered a
violation of this Section 15.

         16. REMEDIES. In the event of a material breach or threatened material
breach of Section 12, Section 13, Section 14 or Section 15, Bank, in addition to
its other remedies at law or in equity, shall be entitled to injunctive or other
equitable relief in order to enforce or prevent any violations of the
aforementioned Sections. In the event of any such material breach, if applicable
Bank may immediately cease payment of Carleton's base salary and the providing
to Carleton of benefits under Section 11(g) for a termination by Bank without
Cause and/or of the payment as the result of a Qualifying Event incident to a
Change in Control under Section 10.

         17. SEVERABILITY AND SAVINGS. Each provision in this Agreement is
separate. If necessary to effectuate the purpose of a particular provision, the
Agreement shall survive the termination of Carleton's employment with Bank. If
any provision of this Agreement, in whole or in part, is held to be invalid or
unenforceable, the parties agree that any such provision shall be deemed
modified to make such provision enforceable to the maximum extent permitted by
applicable law. As to any provision held to be invalid or unenforceable, the
remaining provisions of this Agreement shall remain in effect.

         18. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of Bank and its successors and assigns. This Agreement
shall be binding upon and inure to the benefit of Carleton, his heirs and
personal representatives. This Agreement is not assignable by Carleton.

         19. MISCELLANEOUS.



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         (a)      No provision of this Agreement may be modified, waived or
                  discharged unless such waiver, modification or discharge is
                  agreed to in writing and signed by Bank and Carleton. The
                  waiver or nonenforcement by Bank of a breach by Carleton of
                  any provision of this Agreement shall not be construed as a
                  waiver of any subsequent breach by Carleton. This is the
                  parties' entire Agreement relating to the subject matter
                  hereof and any and all prior agreements, representations or
                  promises, oral or otherwise, express or implied, are
                  superseded by and/or merged into this Agreement.

         (b)      Any notice under this Agreement must be in writing and
                  delivered personally or by overnight courier, sent by
                  facsimile transmission or mailed by registered or certified
                  mail to the parties at their respective addresses.

         (c)      This Agreement shall be governed by the laws of the State of
                  Michigan.

         (d)      Although this Agreement was drafted by Bank, the parties agree
                  that it accurately reflects the intent and understanding of
                  each party and should not be construed against Bank for the
                  sole reason that it was the drafter if there is any dispute
                  over the meaning or intent of any provisions.

         (e)      This Agreement may be executed in counterparts, which together
                  shall constitute one Agreement.

         (f)      By their signatures below, the parties acknowledge that they
                  have had sufficient opportunity to read and consider, and that
                  they have carefully read and considered, each provision of
                  this Agreement and that they are voluntarily signing this
                  Agreement.


The parties have executed this Agreement as of the Effective Date.

WITNESS:

--------------------------------------        ----------------------------------
                                              Leonard B. Carleton


                                              FRANKLIN BANK, N.A.
--------------------------------------

                                              By
                                                --------------------------------

                                              Its
                                                 -------------------------------




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