Franklin Credit Management Corporation 10-12G
Franklin Credit Management Corporation 10-12G
Exhibit
10.5
December
31, 2008
Xxxx X.
Xxxxxxxx
0 Xxxxx
Xxxxx
Huntington,
NY 11743
Dear Xx.
Xxxxxxxx:
This letter sets forth proposals for
the amendment of your employment agreement with Franklin Credit Management
Corporation, effective as of March 28, 2005, in order to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.
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1. |
We
hereby propose to amend your employment agreement by adding the following
new sentence to the end of Section
5(b): |
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"Any
bonus pursuant to this Section 5(b) shall be paid no later than two and
one-half (2½) months from the last day of the tax year in which the bonus
was earned." |
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2. |
We
hereby propose to amend your employment agreement by amending and
restating Section 11(c)(3) in its entirety as
follows: |
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"(3)
Employee is removed
as CFO, or Executive Vice President of FCMC and such removal results in a
material diminution of Employee's authority, duties or responsibilities.” |
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3. |
We
hereby propose to amend your employment agreement by adding the following
new sentence to the end of Section
11(c): |
“Notwithstanding
the foregoing, the occurrence of any of the events described in (1) through (3)
above shall not constitute “good reason” unless (i) Employee gives FCMC written
notice, within ninety (90) days after Employee has knowledge of the occurrence
of any of the events described in (1) through (3) above, that such circumstances
constitute good reason, (ii) FCMC thereafter fails to cure such circumstances
within thirty (30) days after receipt of such notice and (iii) the Employee
terminates employment no later than two (2) years following the occurrence of
such circumstance.”
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4. |
We
hereby propose to amend your employment agreement by adding the following
new sentences to the end of Section
12(b): |
“Such
payments under this Paragraph 12(b) shall only be made after Employee has
incurred a "separation from service" as defined under Section 409A of the
Internal Revenue Code of 1986, as amended (the
“Code”). Notwithstanding the foregoing, any payment under this
Paragraph 12(b) shall be postponed to the date that is six months and one day
following the Employee's separation from service to the extent that such
postponement is necessary to prevent the imposition of the additional tax under
Section 409A(a)(B) of the Internal Revenue Code.”
If you
agree to the foregoing, please sign where indicated below and return the signed
copy to me. Otherwise, the agreement will continue in full force and
effect, without amendment.
Sincerely,
/s/ Xxxxxxxxx Xxxxxx
Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Xxxxxx
Title: CEO
AGREED
AND ACCEPTED
/s/ Xxxx X.
Xxxxxxxx
Xxxx X.
Xxxxxxxx
Date:
12/30/08
