4. Vesting. Subject to the further provisions of this Agreement, 8,500 shares ofRestricted Stock shall vest on January 11, 2010; and 8,500 shares shall vest on January 11, 2011(each such date, a “Vesting Date”); provided, however, that the entire Restricted Stock award shallvest and become nonforfeitable upon a Change in Control, as defined under the Employment Agreement.5. Restrictions on Transferability. Until a share of Restricted Stock vests, theParticipant shall not transfer the Participant’s rights to such share of Restricted Stock or to anyrights related thereto. Any attempt to transfer unvested shares of Restricted Stock or any rightsrelated thereto, whether by transfer, pledge, hypothecation or otherwise and whether voluntary orinvoluntary, by operation of law or otherwise, shall not vest the transferee with any interest orright in or with respect to such shares of Restricted Stock or such related rights.6. Termination of Employment. In the event that the Participant’s employment withFCMC terminates for any reason before all the shares of Restricted Stock are vested, except as theCompany shall have otherwise agreed all unvested shares of Restricted Stock, together with anyproperty received in respect of such shares, as set forth in Section 9 hereof, shall be forfeitedas of the date such employment terminates, and the Participant promptly shall return to the Companyany certificates evidencing such shares, together with any cash dividends or other propertyreceived in respect of such shares.7. Issuance of Certificates.(a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to theParticipant stock certificates, registered in the name of the Participant, evidencing the shares ofRestricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock whichshall be maintained in book entry form on the books of the transfer agent. The Restricted Stock,if certificated, shall bear the following legend:“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSALOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THEFRANKLIN CREDIT HOLDING CORPORATION 2006 STOCK INCENTIVE PLAN AND A RESTRICTED STOCKGRANT AGREEMENT BETWEEN FRANKLIN CREDIT HOLDING CORPORATION AND THE HOLDER OF RECORDOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIESREPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCKGRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BEOBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THESECRETARY OF FRANKLIN CREDIT HOLDING CORPORATION.”
 
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If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stoporder indicating that such shares of Restricted Stock are restricted by the terms of this Agreementand the Plan. Such legend, electronic coding or stop order shall not be removed until such sharesof Restricted Stock vest.(b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof andsubject to the limitations set forth in Section 8, (i) in the case of certificated shares, inexchange for the surrender to the Company of the certificate evidencing the Restricted Stock,delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any othersecurities received in respect of such shares, if any, the Company shall issue and deliver to theParticipant (or the Participant’s legal representative, beneficiary or heir) a certificateevidencing the Restricted Stock and such other securities, free of the legend provided in Section7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted andremoved any electronic coding or stop order established pursuant to Section 7(a) hereof.(c) The Participant shall not be deemed for any purpose to be, or have rights as, ashareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stockcertificate is issued therefor or an appropriate book entry is made on the books of the transferagent reflecting the issuance thereof pursuant to Section 7(a) hereof, and then only from the datesuch certificate is issued or such book entry is made. Upon the issuance of a stock certificate orthe making of an appropriate book entry on the books of the transfer agent, the Participant shallhave the rights of a shareholder with respect to the Restricted Stock, including the right to votethe shares, subject to the restrictions on transferability and the forfeiture provisions, as setforth in this Agreement.8. Securities Matters. The Company shall be under no obligation to effect theregistration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interestsin the Plan or any shares of Common Stock to be issued thereunder or to effect similar complianceunder any state laws.  The Company shall not be obligated to cause to be issued or delivered anycertificates evidencing shares of Common Stock pursuant hereto unless and until the Company isadvised by its counsel that the issuance and delivery of such certificates is in compliance withall applicable laws, regulations of governmental authority and the requirements of any securitiesexchange on which shares of Common Stock are traded.  The Compensation Committee may require, as acondition of the issuance and delivery of certificates evidencing shares of Common Stock pursuantto the terms hereof, that the recipient of such shares make such covenants, agreements andrepresentations, and that such certificates bear such legends, as the Compensation Committee, inits sole discretion, deems necessary or desirable.  The Participant specifically understands andagrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as thatterm is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required tohold the shares indefinitely unless they are registered under such Act or an exemption from suchregistration is available.
 
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9. Dividends, etc. Unless the Board of Directors otherwise determines, any property,including cash dividends, received by the Participant with respect to a share of Restricted Stockas a result of any dividend, recapitalization, merger, consolidation, combination, exchange ofshares or otherwise, will not vest until such share of Restricted Stock vests. Any cash dividendsor other property (but not including securities) received by a Participant withrespect to a share of Restricted Stock shall be returned to the Company in the event suchshare of Restricted Stock is forfeited. Any securities received by a Participant with respect to ashare of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation,combination, exchange of shares or otherwise will not vest until such share of Restricted Stockvests and shall be forfeited if such share of Restricted Stock is forfeited. Unless theCompensation Committee otherwise determines, such securities shall bear a legend or be subject toan electronic coding or stop order, as set forth in Section 7(a) hereof.10. Delays or Omissions.  No delay or omission to exercise any right, power or remedyaccruing to any party hereto upon any breach or default of any party under this Agreement, shallimpair any such right, power or remedy of such party, nor shall it be construed to be a waiver ofany such breach or default, or an acquiescence therein, or of or in any similar breach or defaultthereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver ofany other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent orapproval of any kind or character on the part of any party of any breach or default under thisAgreement, or any waiver on the part of any party or any provisions or conditions of thisAgreement, must be in a writing signed by such party and shall be effective only to the extentspecifically set forth in such writing.11. Right of Discharge Preserved. Nothing in this Agreement shall confer upon theParticipant the right to continue in the employ or other service of the Company, or affect anyright which the Company may have to terminate such employment or service.12. Integration.  This Agreement contains the entire understanding of the parties withrespect to its subject matter.  There are no restrictions, agreements, promises, representations,warranties, covenants or undertakings with respect to the subject matter hereof other than thoseexpressly set forth herein.  This Agreement, including, without limitation, the Plan, supersedesall prior agreements and understandings between the parties with respect to its subject matter.13. Counterparts.  This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which shall constitute one and the same instrument.14. Governing Law.  This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Delaware, without regard to the provisions governingconflict of laws.15. Obligation to Notify. If the Participant makes the election permitted underSection 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include ingross income in the year of transfer the amounts specified in Section 83(b)), the Participant shallnotify the Company of such election within 10 days of filing notice of the election with theInternal Revenue Service and shall within the same 10-day period remit to the Company an amountsufficient in the opinion of the Company to satisfy any federal, state and other governmental taxwithholding requirements related to such inclusion in Participant’s income. The Participant shouldconsult with his or her tax advisor to determine the tax consequences of acquiring the RestrictedStock and the advantages and disadvantages of filing the Section 83(b)election. The Participant acknowledges that it is his or her sole responsibility, and not theCompany’s, to file a timely election under Section 83(b), even if the Participant requests theCompany or its representatives to make this filing on his or her behalf.
 
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16. Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copyof the Plan.  The Participant hereby acknowledges that all decisions, determinations andinterpretations of the Compensation Committee in respect of the Plan, this Agreement and theRestricted Stock shall be final and conclusive.IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its dulyauthorized officer, and the Participant has hereunto signed this Agreement on his own behalf,thereby representing that he has carefully read and understands this Agreement and the Plan as ofthe day and year first written above.      FRANKLIN CREDIT HOLDING CORPORATION