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 Jeffrey R. Johnson (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
|
