Exhibit 10.11
FRANKLIN CREDIT MANAGEMENT CORPORATION
RESTRICTED STOCK GRANT AGREEMENT
THIS AGREEMENT, made as of the 4th day of November 2004, between
Franklin Credit Management Corporation (the "Company") and Xxxxxxx X. Xxxxxxx
(the "Participant").l
WHEREAS, the Company has engaged the Participant to serve as its Chief
Executive Officer and President pursuant to an Employment Agreement, dated as of
October 1, 2004 (the "Employment Agreement");
WHEREAS, in consideration of the Participant agreeing to be so engaged
pursuant to the Employment Agreement, the Company has agreed to grant the
Participant an award of certain shares of the Company's stock as set forth in
this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock. Pursuant to, and subject to, the terms
and conditions set forth herein, the Company hereby grants to the Participant
100,000 restricted shares (the "Restricted Stock") of common stock of the
Company, par value $0.01 per share ("Common Stock").
2. Grant Date. The Grant Date of the Restricted Stock is as of
November 30, 2004.
3. Vesting. Subject to the further provision of this Agreement, the
Restricted Stock shall vest with respect the number of shares Restricted Stock
specified below on the following dates (each, a "Vesting Date"):
VESTING DATE SHARES VESTING
January 1, 2005 10,000
April 1, 2005 5,000
July 1, 2005 5,000
October 1, 2005 5,000
January 1, 2006 5,000
April 1, 2006 5,000
July 1, 2006 5,000
October 1, 2006 5,000
January 1, 2007 5,000
April 1, 2007 6,250
July 1, 2007 6,250
October 1, 2007 6,250
January 1, 2008 6,250
April 1, 2008 6,250
July 1, 2008 6,250
VESTING DATE SHARES VESTING
October 1, 2008 6,250
January 1, 2009 6,250
4. Accelerated Vesting. Upon the occurrence of (i) a "Change in
Control" (as defined in the Employment Agreement), (ii) a final determination by
a court of competent jurisdiction that a termination by the Company of the
Employment Agreement by the Company pursuant to Section 11.b. thereof (for
cause) was without cause, (iii) a termination of the Employment Agreement by the
Participant pursuant to Section 11.c. thereof (good reason), (iv) a termination
by the Company of the Employment Agreement pursuant to Section 11.d or 11.e
thereof (incapacity or death), all then unvested shares of Restricted Stock
shall immediately vest.
5. Restrictions on Transferability. Until a share of Restricted Stock
vests, such share may not be sold, assigned, transferred, alienated, commuted,
anticipated, or otherwise disposed of (except by will or the laws of descent and
distribution), or pledged or hypothecated as collateral for a loan or as
security for the performance of any obligation, or be otherwise encumbered, and
are not subject to attachment, garnishment, execution or other legal or
equitable process, and any attempt to do so shall be null and void. If the
Participant attempts to dispose of or encumber the Participant's unvested shares
of Restricted Stock, such shares of Restricted Stock, together with any property
in respect of such shares held by the custodian pursuant to Section 8 hereof,
shall be forfeited as of the date of such attempted transfer and the Participant
promptly shall return to the Company any certificates evidencing such shares.
6. Termination of Employment. Except as otherwise provided in Section
4, in the event that the Participant's employment with the Company terminates
for any reason, all unvested shares of Restricted Stock, together with any
property in respect of such shares held by the custodian pursuant to Section 8
hereof, shall be forfeited as of the date of such termination of employment and
the Participant promptly shall return to the Company any certificates evidencing
such shares and provide any document(s) or agreement(s) reasonably required by
the Company to evidence and effect the surrender of such shares.
7. Issuance of Certificates.
(a) Reasonably promptly after the Grant Date, the Company shall issue
and deliver to the Participant stock certificates, registered in the name of the
Participant, evidencing the shares of Restricted Stock. Each such certificate
may bear the following legend:
"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER
DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE TERMS OF A RESTRICTED STOCK GRANT AGREEMENT BETWEEN FRANKLIN CREDIT
MANAGEMENT CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH RESTRICTED STOCK GRANT
AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED BY WRITTEN REQUEST MADE
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BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF FRANKLIN
CREDIT MANAGEMENT CORPORATION."
Such legend shall not be removed from such certificates until such shares of
Restricted Stock vest.
(b) Reasonably promptly after any such shares of Restricted Stock vest
pursuant to Sections 3 and 4 hereof, in exchange for the surrender to the
Company of the certificates evidencing such shares of Restricted Stock delivered
to the Participant under Section 7(a) hereof, the Company shall issue and
deliver to the Participant (or the Participant's legal representative,
beneficiary or heir) certificates evidencing such shares of Restricted Stock,
free of the legend provided in Section 7(a) hereof, together with any property
in respect of such shares held by the custodian pursuant to Section 8 hereof.
(c) The Participant shall not be deemed for any purpose to be, or have
rights as, a shareholder of the Company by virtue of the grant of Restricted
Stock, except to the extent a stock certificate is issued therefor pursuant to
Section 7(a) hereof, and then only from the date such certificate is issued.
Upon the issuance of a stock certificate, the Participant shall have the rights
of a shareholder with respect to the Restricted Stock, including the right to
vote the shares, subject to the restrictions on transferability, the forfeiture
provisions and the requirement that dividends be held in escrow until the shares
vest, as set forth in this Agreement.
8. Dividends, etc. Any property, including cash dividends, received by
a Participant with respect to a share of Restricted Stock as a result of any
dividend, recapitalization, merger, consolidation, combination, exchange of
shares or otherwise and for which the Grant Date occurs prior to such event but
which has not vested as of the date of such event, will not vest until such
share of Restricted Stock vests, and shall be promptly deposited with the
Company or a custodian designated by the Company. The Company shall or shall
cause such custodian to issue to the Participant a receipt evidencing the
property held by it in respect of the Restricted Stock.
9. Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party hereto upon any breach or default of any
party under this Agreement, shall impair any such right, power or remedy of such
party, nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party or any provisions or conditions of this Agreement, must be in a
writing signed by such party and shall be effective only to the extent
specifically set forth in such writing.
10. Right of Discharge Preserved. Nothing in this Agreement shall
confer upon the Participant the right to continue in the employ or other service
of the Company or one of the Company's subsidiaries, or affect any right which
the Company may have to terminate such employment or service.
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11. Integration. This Agreement contains the entire understanding of
the parties with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
13. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, without
regard to the provisions governing conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its duly authorized officer, and the Participant has hereunto signed
this Agreement on his own behalf, thereby representing that he has carefully
read and understands this Agreement as of the day and year first written above.
FRANKLIN CREDIT MANAGEMENT CORPORATION
By: __________________________
Name: __________________________
Title: __________________________
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XXXXXXX X. XXXXXXX
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