kl12072_ex10-91.htm


    
      

    


    Exhibit
10.91

     

    December
31, 2008

     

    


     

    William
Sullivan

    264 Water
Street

    New York,
NY 10038

    


    Dear Mr.
Sullivan:

    


    This letter sets forth proposals for
the amendment of your employment agreement with Franklin Credit Management
Corporation, dated as of February 1, 2006 and as amended as of April 28, 2006
and August 27, 2006, in order to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended.

    


    
      	
               
      

            	
              1.

            	
              We
      hereby propose to amend your employment agreement by adding the following
      new sentence to the end of Paragraph
4(b):

            


    

    


    
      	
               
      

            	
              “Any
      annual bonus shall be paid no later than two and one-half (21⁄2) months from
      the last day of the tax year in which the annual bonus was
      earned.”

            


    

    


    
      	
               
      

            	
              2.

            	
              We
      hereby propose to amend your employment agreement by amending and
      restating Section 11(c)(1) in its entirety as
  follows:

            


    

    


    “(i) FCMC
transfers the place of Employee’s employment in violation of Section 2(a) of
this Agreement and such transfer results in a material change in the geographic
location at which the Employee must perform services for the
Company.”

    


    
      	
               
      

            	
              3.

            	
              We
      hereby propose to amend your employment agreement by adding the following
      new sentence to the end of Paragraph
11(c):

            


    

    


    “Notwithstanding
the foregoing, the occurrence of any of the events described in (i) and (ii)
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 (i) and (ii) 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.”

    


    
      	
               
      

            	
              4.

            	
              We
      hereby propose to amend your employment agreement by adding the following
      new sentences to the end of Paragraph
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”).  Furthermore, during the first six (6) months following
      Employee’s separation from service, the aggregate amount of such payments
      made under this Paragraph 12(b) shall not exceed two times the lesser of
      (1) the sum of Employee’s annualized compensation based upon the annual
      rate of pay for services provided to FCMC for the year preceding the year
      in which Employee separated from service, adjusted for any increase during
      that year that was expected to continue indefinitely if Employee had not
      separated from service or (2) the maximum amount that may be taken into
      account under a qualified plan pursuant to Section 401(a)(17) of the Code
      for the year in which Employee separated from service.  Any
      payment prohibited by the preceding sentence shall be paid on the date
      occurring six (6) months and one (1) day following Employee’s separation
      from service.  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,

    


                                                                    FRANKLIN CREDIT
MANAGEMENT CORPORATION

    


    


                                                                    /s/ Alexander Gordon
Jardin             


                                                                    Name: Alexander
Gordon Jardin

                                                                    Title:  
CEO

     

    AGREED
AND ACCEPTED

     

    


    /s/ William F.
Sullivan                                                      

    William
F. Sullivan

    


    Date: 12/31/08