FRANKLIN CREDIT MANAGEMENT CORPORATION LETTERHEAD] December ___, 2008
Exhibit 10.1
[FRANKLIN CREDIT MANAGEMENT CORPORATION LETTERHEAD]
December ___, 2008
[Name of employee]
[Address]
[Address]
Dear [name of employee]:
As we’ve discussed, Franklin Credit Management Corporation (“FCMC”) has proposed to
engage in a series of transactions in which FCMC will, among other things, adopt a holding company
structure (the “Reorganization”). In the Reorganization, FCMC will become a wholly-owned
subsidiary of Franklin Credit Holding Corporation (“Franklin Holding”).
In the Reorganization, each share of common stock of FCMC issued and outstanding immediately
prior to the Reorganization will be converted into a share of common stock of Franklin Holding,
having the same designations, rights, powers and preferences, and qualifications, limitations and
restrictions as FCMC’s common stock immediately prior to the Reorganization. Additionally, the
directors and officers of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will be the same individuals as were directors and
officers of FCMC immediately prior to the Reorganization.
Furthermore, any options to purchase common stock of FCMC and any shares of restricted stock
of FCMC held by you immediately prior to the Reorganization will be converted in the Reorganization
into options and/or shares of restricted stock of Franklin Holding, as applicable.
Accordingly, and for the avoidance of doubt, we would like to memorialize our mutual
understanding that the Reorganization will not be deemed a “Change in Control” as defined in
Section 1 of the Employment Agreement, by and between you and FCMC, dated as of ___, 200_.
Please acknowledge the foregoing by signing where indicated below and returning the signed
copy to ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Legal Officer, c/o Franklin Credit Management Corporation, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
| Sincerely, FRANKLIN CREDIT MANAGEMENT CORPORATION |
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| By: | ||||
| Name: | ||||
| Title: | ||||
ACKNOWLEDGED AND AGREED:
[Name of employee]