d. Change in Control shall mean the occurrence of one or more of thefollowing events:(1)Parent, together with its affiliates and The Huntington National Bank and itstransferees, shall be the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under theSecurities Exchange Act of 1934, as amended), directly or indirectly, of securities of FCMCrepresenting less than fifty percent (50%) of the total voting power represented by FCMC’s thenoutstanding voting securities;(2) any “person”(as such term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 undersaid Act), directly or indirectly, of securities of FCMC representing twenty percent (20%) or moreof the total voting power represented by FCMC’s then outstanding voting securities who is notalready such as of the date of this Agreement, other than The Huntington National Bank and itstransferees;(3) the consummation of a tender or exchange offer, one or more contested elections related tothe election of directors of FCMC, a reorganization, merger or consolidation, or the acquisition ofassets of another corporation, or any combination of the foregoing transactions (each, a “BusinessCombination”) that results in the replacement of a majority of members of the board of directors ofFCMC during any 12–month period by directors whose appointment or election is not endorsed by amajority of the members of the board of directors of FCMC before the date of the appointment orelection; or(4) a sale or other disposition of all or substantially all of the assets of FCMC,except to an affiliate or creditor of either (I) Parent or (II) FCMC, or in connection with aninternal reorganization.For purposes of clarity, the term “Change of Control” shall not be deemed to have occurred if FCMC,Parent, or any of the Company’s affiliates or subsidiaries file for bankruptcy protection, or if apetition for involuntary relief is filed against FCMC, Parent, or any of the Company’s affiliatesor subsidiaries.2. Employment/Term. Employee agrees to be employed by Employer upon theterms and subject to the conditions set forth in this Agreement, such employment to commenceeffective on January 11, 2010, and expire on the second anniversary of such date, subject toearlier termination pursuant to Section 11 of this Agreement.3. Place of Employment. During the term of employment, Employee shall bebased at FCMC’s principal executive offices, which shall be in the Jersey City, New Jerseymetropolitan area (including the surrounding area of New York and New Jersey), subject toreasonable travel required in the performance of Employee’s duties.
 
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4. Duties and Authority.a.  Employee shall serve as Executive Vice-President and Managing Director of the servicingand recovery departments of the Employer. Employee’s duties shall include responsibility for thegeneral and active management of the collection andrecovery strategies of Employer, including without limitation (i) supervision, direction, andcontrol of the day to day activities of the servicing and recovery department and its staff; (ii)establishing and developing strategies and processes to improve asset collection and recoveryperformance; (iii) advising the Chief Executive Officer, President, and other senior management ofthe Employer on major business decisions and (iii) such other duties and responsibilities,consistent with Employee’s position, as may be assigned by the Chief Executive Officer or Presidentfrom time to time.b.  Employee shall report directly to the President or Chief Executive Officer of Employer.Employee shall be subject to and abide by all policies of the Company or its subsidiaries as theyrelate to its employees.5.Compensation. Employer shall pay to Employee the following compensation:a. Salary. Employee shall receive an initial annual salary of $250,000,payable on a semimonthly basis or otherwise in accordance with Employer’s standard payrollpractices, which annual salary may be adjusted by the Board of Directors.b.Bonuses. Employee shall be entitled to participate in performance orincentive bonuses that the Employer may award from time to time pursuant to a bonus plan for seniormanagement employees, which shall be subject to change and modification, without prior notice, atthe discretion of the President or Chief Executive Officer of FCMC and the Board of Directors. Theprecise calculation of such amount shall be determined by the President or Chief Executive Officerof FCMC and the Board of Directors. 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.Notwithstanding the foregoing, Employee agrees to repay to the Employer any performance orincentive bonus paid to Employee based on performance objectives achieved through the dishonesty,fraud or other misconduct of Employee; materially inaccurate financial statements; or any othermaterially inaccurate performance metric criteria.  This repayment shall not be limited to aspecific recovery period.  
 
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c. Stock. As additional compensation for services provided under thisAgreement, Employee shall be granted 17,000 shares of restricted common stock of the Parent (the“Restricted Award”) on or about January 11, 2010 (the “Grant Date”) in accordance with theprovisions of this Section 5(c).(1) The Restricted Award shall vest and become nonforfeitable on the following schedule:8,500 shares on January 11, 2010; and8,500 shares on January 11, 2011;provided, however, that the entire Restricted Award shall vest and become nonforfeitable upon aChange in Control.(2) Employee acknowledges that the shares subject to the Restricted Award shall berestricted stock and subject to restrictions imposed by Federal and/or State securities laws.(3) Any unvested portion of the Restricted Award will be forfeited upon the terminationof Employee’s employment for any reason.(4) Any certificates representing the shares subject to such restricted award will bearlegends reflecting the substance of this Section 5c.6. Certain Benefits.a. Vacation and other benefits. During each twelve-month period thatEmployee is employed by Employer, Employee shall be entitled to four weeks (i.e., twenty days) ofpaid vacation plus two personal days, five sick days and regular holidays in accordance with thepolicies of Employer. In addition, Employee shall be entitled to participate in all present andfuture benefit plans and/or fringe benefits provided by Employer to its other executive officersgenerally.b.       Expense Reimbursements. Employee is authorized to incur reasonable, ordinaryand necessary expenses in carrying out his duties and responsibilities under this Agreement,including, without limitation, expenses for travel, business entertainment and similar itemsrelated to such duties and responsibilities, in each case in accordance with Employer’s policy.Employer will reimburse Employee for all such expenses upon presentation by Employee from time totime of appropriately itemized and documented accounts of such expenditures, consistent withEmployer’s policy.7. Acknowledgments. The Company conducts its business on a national basis.Employee acknowledges that:a. The Company’s business is highly competitive;b. The Company’s services are highly specialized;c. The Company has a proprietary interest in its methods and processes;d. Documents and other information regarding the Company’s methods, pricing and costsare highly confidential and constitute trade secrets; ande.Access to such documents and information renders the Employee special and unique within theCompany’s industry.
 
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8. Trade secrets and confidential information. Prior to and during the termof this Agreement, Employee has and shall have access to, and become familiar with, various tradesecrets and confidential information belonging to the Company, its subsidiaries or third partieswith which it or they may have a business relationship. Trade secrets and confidential informationinclude, without limitation, any nonpublic information that, if disclosed, might be useful orhelpful to the Company’s (or its subsidiaries’) competitors or harmful to the Company (or itssubsidiaries) and/or its customers, such as potential acquisitions/dispositions or businessengagements, marketing plans, new product ideas, financial data, supplier lists, customer lists,client lists, broker lists, capital investment plans, projected sales or earnings, and salary orother compensation information. Employee acknowledges that such confidential information and tradesecrets are owned and shall continue to be owned solely by the Company, its subsidiaries or suchthird parties, as the case may be. Employee agrees not to use (except in the service of theCompany or its subsidiaries), or to communicate, reveal or otherwise make available to any thirdparty such trade secrets or confidential information for any purpose whatsoever, except to theextent Employee is compelled to disclose it by judicial process, provided that Employee providesEmployer with prompt written notice of such proposed disclosure and every available opportunity toseek to limit the disclosure or obtain a protective order.9.Restrictive covenants.a. Full-time Employment. During the period of his employment, Employee shallnot, directly or indirectly, (a) engage in any business or commercial activity other than on behalfof the Company or its subsidiaries without the prior written consent of Employer; (b) engage in anynon-commercial activity which conflicts or interferes with or derogates from the performance ofEmployee’s duties hereunder, whether or not such activity is pursued for gain or profit, except asapproved in advance in writing by Employer (provided, however, that Employee shall be entitled tomanage his personal passive investments and otherwise attend to personal affairs, includingcharitable social and political activities, in a manner that does not unreasonably interfere withhis responsibilities hereunder); or (c) seek, accept or engage in any other employment, whether asan employee or consultant or in any other capacity, and whether or not compensated therefor.b. Non-competition. Employee agrees that:(1)During the period of Employee’s employment by Employer and for three (3) monthsafter the termination or expiration thereof for any reason, Employee will not compete with theCompany or its subsidiaries in the Business of the Company in the New York City metropolitan area,New Jersey or locations in Connecticut not further north than New Haven, which means that Employeewill not within such area, directly or indirectly, be engaged by, own any interest in, or act as anemployee, consultant, contractor, or advisor to, or in any other capacity for, any Competitor.
 
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(2) During the term of Employee’s employment by Employer and for a period of twelve(12) months after termination or expiration thereof for any reason, Employee shall not directly orindirectly take any action with respect to any employee of the Company or its subsidiaries that hasthe purpose or effect of encouraging or inducing such employee to terminate his or her employmentwith the Company or its subsidiaries, including but not limited to soliciting or offeringemployment to any such person or suggesting that any other person or entity consider hiring orengaging such person.(3) During the term of Employee’s employment by Employer and for a period of twelve(12) months after the termination or expiration thereof for any reason, Employee will not, directlyor indirectly, on behalf of himself or any third party, (I) solicit or arrange for refinancing orrefinance any borrower under a mortgage held or serviced by the Company or its subsidiaries (unlesssuch mortgage was first held or serviced by the Company subsequent to such termination orexpiration), or (II) solicit for the servicing or collection of the same or similar types offinancial assets serviced by the Company or its subsidiaries, or provide such services to, anyperson, company, firm or corporation for whom the Company or its subsidiaries serviced or collectedfinancial assets during the last twelve (12) months of Employee’s employment.c. Employee understands that the provisions of this Section 9 may limit his ability to earn alivelihood in a business similar to the Business of the Company but nevertheless agrees and herebyacknowledges that the consideration provided under this Agreement, including, without limitation,his employment by Employer and any amounts or benefits provided under this Agreement and otherobligations undertaken by Employer hereunder, is sufficient to justify the restrictions containedin such provisions. In consideration thereof and in light of Employee’s education, skills andabilities, Employee agrees that he will not assert in any forum that such provisions prevent himfrom earning a living or otherwise are void or unenforceable or should be held void orunenforceable. The parties have attempted to limit Employee’s right to compete only to the extentnecessary to protect the Company and its subsidiaries from unfair competition.10. Remedies. Employee acknowledges that: (1) compliance with Sections 8 and 9herein is necessary to protect the Employer’s business and good will; (2) a violation of theundertakings in those Sections will cause Employer immediate, substantial, irreparable andcontinual harm; and (3) an award of money damages will not be adequate to remedy such harm.Consequently, Employee agrees that, in the event the Employee violates or threatens to violate anyof these covenants, Employer shall be entitled to: (1) preliminary and permanent injunctions inorder to enjoin such violation or threatened violation; (2) money damages; and (3) all reasonablecosts and attorneys’ fees incurred by Employer in enforcing the provisions of this Agreement ifEmployer is successful in establishing Employee’s violation or threatened violation of thesecovenants. Employee waives posting by Employer of any bond otherwise necessary to secure suchinjunction or other equitable relief. Rights and remedies provided for in thisSection 10 are cumulative and shall be in addition to rights and remedies otherwise available tothe parties hereunder or under any other agreement or applicable law.
 
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11. Termination.a. Termination by Either Party. The Employer may terminate Employee’semployment without Cause, and the Employee may terminated his employment without Good Reason, ineach case by giving thirty (30) days prior written notice to the other party.b. Termination by Employer for Cause. Employee’s employment may be terminatedby the Employer for Cause if he:(1) fails or refuses to perform one or more of his material assigned duties to theCompany or its subsidiaries;(2) fails or refuses to comply with one or more policies of the Company or itssubsidiaries;(3) breaches any of the material terms of this Agreement; or(4) commits any criminal, fraudulent or dishonest act related to his employment or theCompany (or its subsidiaries) or any of its assets or opportunities (other than an arm’s lengthdispute relating to the erroneous reporting of an immaterial amount as an expense) or is convictedof (or enters a plea of guilty or nolo contendre to) any felony or a misdemeanor involving, in thegood faith judgment of Employer, fraud, dishonesty or moral turpitude.Notwithstanding the foregoing, Employer shall not be entitled to terminate Employee for Cause undersubsections (1), (2) or (3) of this subsection unless: (i) Employee has been given written noticedescribing in reasonable detail the alleged breaches and stating that such breaches are grounds fortermination for cause under this Section, and (ii) if such breaches are amenable to cure, Employeefails to cure such breaches within ten (10) days after receipt of such notice.In the event that Employer terminates Employee for Cause pursuant to the provisions of thissubsection and it is later determined by a court of competent jurisdiction that such Cause did notexist, Employee’s termination shall be deemed to be a termination by the Employer without Cause.
 
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c. Termination by Employee for Good Reason. Following a Change in Control,Employee shall have the right to terminate his employment for “Good Reason.” For the purposes ofthis Agreement, Good Reason shall be limited to the following:(1) the Board of Directors requests in writing that Employee resign;(2) A material diminution by Employer of Employee’s duties or responsibilities, exceptin connection with the termination of Employee’s employment under subsections (a), (b), (d) or (e)of this Section 11; and(3) Employee is removed as Executive Vice-President and Managing Director of theservicing and recovery departments of the Employer, and such removal results in a materialdiminution of Employee’s authority, duties or responsibilities.Notwithstanding the foregoing, the occurrence of any of the events described in (1) through (3)above shall not constitute “Good Reason” unless (i) Employee gives Employer written notice, withinninety (90) days after Employee has knowledge of the occurrence of any of the events described in(1) through (3) above, that such circumstances constitute Good Reason, (ii) Employer thereafterfails to cure such circumstances within thirty (30) days after receipt of such notice and (iii) theEmployee terminates employment no later than two (2) years following the occurrence of suchcircumstance.In the event that Employee terminates for Good Reason pursuant to the provisions of thissubsection and it is later determined by a court of competent jurisdiction that such Good Reasondid not exist, Employee’s termination shall be deemed to be a termination by Employee without GoodReason.d. Termination Due to Incapacity. In the event Employee is unable, with orwithout reasonable accommodation, to perform his material duties for a continuous period of 120days because of illness or disability, Employer may terminate this Agreement upon written notice.For the purposes of Section 12 of this Agreement, any such termination shall be deemed atermination by Employer without Cause.e. Termination Due to Death. This Agreement shall terminate upon the death ofEmployee, subject to the rights and obligations of each party contained herein. For the purposesof Section 12 of this Agreement, such a termination due to the death of Employee shall be deemed atermination by Employer without Cause, and all amounts otherwise due to Employee pursuant to thisAgreement shall be paid to Employee’s estate.
 
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12. Payments.a. Termination Generally. Following termination of Employee’s employmentpursuant to this Agreement for any reason, Employee shall be entitled to receive:(1) Accrued Salary. Accrued but unpaid salary, in accordance with Employer’sordinary payroll practices;(2) Accrued Vacation. A lump sum in respect of all accrued and unused vacation,payable in accordance with the Employer’s standard payroll practices; and(3) Expenses. Reimbursement for expenses incurred in accordance with Section 6(b) ofthis Agreement.b. Severance. If the Employment Agreement has not expired, following any terminationof Employee’s employment by Employer pursuant to Section 11(a), 11(d) or 11(e) of this Agreement,or by Employee pursuant to Section 11(c) of this Agreement, and provided that Employee executes ageneral release of claims in a form reasonably acceptable to Employer no later than ten (10) daysprior to the date payment would otherwise be required to be made, Employee shall be entitled toreceive (i) a payment, in a lump sum payable not more than two and a half months after termination,in an amount equal to twelve (12) months of Employee’s base salary at the rate in effectimmediately prior to such termination and (ii) if Employee is enrolled in and covered by a medicalinsurance plan offered by the Employer on the date of termination subject to the ConsolidatedOmnibus Reconciliation Act (“COBRA”) and the Employee or Qualified Beneficiary (as defined underCOBRA) timely elects continuation of his group health insurance coverage due to the occurrence of aQualifying Event (as defined under COBRA), Employer shall pay the employer and employee portionsduring the period of entitlement to continuation coverage under COBRA for a period not to exceedtwelve (12) months. If the release is not timely executed and delivered to Employer, Employeeshall have no right to receive any payments under this Section 12(b). Payments under thisParagraph 12(b) shall only be made after Employee has incurred a “separation from service” asdefined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).Notwithstanding the foregoing, any payment under this Paragraph 12(b) shall be postponed to thedate that is six months and one day following the Employee’s separation from service to the extentthat such postponement is necessary to prevent the imposition of the additional tax under Section409A(a)(B) of the Internal Revenue Code.c. Effect of Payments. Following the termination of Employee’s employmentfor any reason, Employee’s sole entitlement shall be to the payments by Employer expressly providedfor in this Section 12, and to no other or further compensation or payments.d. Cooperation. On termination of employment with Employer, Employee shallprovide Employer a written resignation from all positions with the Company and its subsidiaries,and any other documents that Employer may need to effectuate severance of the relationship.
 
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13. Return of Company Property. On termination of employment, Employee shallreturn to Employer, and not retain or copy, all keys, correspondence, contracts, reports, pricelists, software, hardware, programs, works, products, manuals, forms, mailing lists, customerlists, client lists, broker lists, advertising materials, ledgers, supplies, equipment, checks,petty cash and all documents and files in any form (including those in electronic format) relatingto the business of the Company or its subsidiaries, including, without limitation, any suchmaterials reflecting trade secrets or confidential information of the Company or its subsidiaries,in the possession or control of Employee.14. Notice. Any notice required to be given hereunder shall be in writing sentby registered mail, return receipt requested, to Employer at 101 Hudson Street, Jersey City, NewJersey 07302, Attention Chief Legal Officer, and to Employee at the address contained in thepersonal records of Employer or to such changed address as a party may designate by like notice tothe other party pursuant to the terms of this Section 14. The effective date of such notice shallbe its mailing date.15. Entire Agreement; Amendment. This Agreement contains the entire agreement andunderstanding between the parties hereto in respect of Employee’s employment and supersedes,cancels and annuls any prior or contemporaneous written or oral agreements, understandings,commitments and practices between them respecting Employee’s employment, including, withoutlimitation, all prior employment agreements, if any, between Employer and Employee, whichagreement(s) hereby are terminated and shall be of no further force or effect. This Agreement maybe amended only by a writing which makes express reference to this Agreement as the subject of suchamendment and which is signed by Employee and a duly authorized officer of Employer. Withoutlimiting the foregoing, the Employee agrees that this Agreement satisfies any rights the Employeemay have had under any prior agreement or understanding with the Company with respect to theEmployee’s employment by the Company.16. No Violation or Default; Reputation. Employee represents and warrants thatthat neither Employee’s employment with Employer nor Employee’s performance of Employee’sobligations hereunder will conflict with or violate or otherwise be inconsistent with any otherobligations, legal or otherwise, which Employee may have. During his employment hereunder andthereafter, Employee agrees that he will not take action which is intended, or would reasonably beexpected, to harm the Company (and its subsidiaries) or its reputation or which would reasonably beexpected to lead to unwanted or unfavorable publicity with regard to the Company or itssubsidiaries.
 
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17. Severability. If any provision of this Agreement or the application of any suchprovision to any party or circumstances shall be determined by any court of competent jurisdictionto be invalid or unenforceable to any extent, the remainder of this Agreement, or the applicationof such provision to such person or circumstances other than those to which it is so determined tobe invalid or unenforceable, shall not be affected thereby, and each provision hereof shall beenforced to the fullest extent permitted by law. If any provision of this Agreement, or any partthereof, is held to beinvalid or unenforceable because of the scope or duration of or the area covered by such provision,the parties hereto agree that the court making such determination shall reduce the scope, durationand/or area of such provision (and shall substitute appropriate provisions for any such invalid orunenforceable provisions) in order to make such provision enforceable to the fullest extentpermitted by law and/or shall delete specific words and phrases, and such modified provision shallthen be enforceable and shall be enforced. The parties hereto recognize that if, in any judicialproceeding, a court shall refuse to enforce any of the separate covenants contained in thisAgreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemedeliminated from these provisions to the extent necessary to permit the remaining separate covenantsto be enforced. In the event that any court determines that the time period or the area, or both,are unreasonable and that any of the covenants is to that extent invalid or unenforceable, theparties hereto agree that such covenants will remain in full force and effect, first, for thegreatest time period, and second, in the greatest geographical area that would not render themunenforceable.18. Indemnification. Employer shall indemnify Employee in Employee’s capacityas an officer, if and as applicable, under the terms and conditions of any liability insurance inplace for FCMC and its other executive officers or under FCMC’s Certificate of Incorporation,either of which may be revised from time to time.19. Non-Waiver. No delay or failure by either party to exercise any right underthis Agreement, and no partial or single exercise under it, shall constitute a waiver of that orany other right. To be effective, any waiver must be reflected in a writing signed by the partyagainst whom it is being enforced.20. Headings. Headings in this Agreement are for convenience only and shall notbe used to interpret or construe its provisions.21. Governing Law; Forum. This Agreement shall be governed by and construed(both as to validity and performance) and enforced in accordance with the internal laws of theState of New Jersey applicable to agreements made and to be performed wholly within suchjurisdiction, without regard to the principles of conflicts of law or where the parties are locatedat the time a dispute arises. The parties consent to the jurisdiction of the state and federalcourts sitting in Hudson and Essex Counties in the State of New Jersey in connection with anydispute arising out of or related to this Agreement or the Employee’s employment by Employer, andsuch courts shall be the exclusive forum for any such disputes.22. Counterparts. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original but all of which together shall constitute one and thesame instrument.23. Binding Effect. The provisions of this Agreement shall be binding upon andinure to the benefits of each of the parties and their respective successors and assigns.
 
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24.Survival. Following the expiration or termination of this Agreement, neitherparty shall have any further obligations to the other party, except as may be required by law, andexcept that the provisions of Sections 1, 7 through 10 and 12 through 24, shall survive suchexpiration or termination for the periods (if any) specified in such Sections and, otherwise, untilthe covenants and agreement set forth therein have been fully performed.25. Section 409A of the Code. It is the intention of the parties that this Agreementcomply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, andapplicable guidance issued thereunder (“Section 409A”), and this Agreement will be interpreted in amanner intended to comply with Section 409A. All payments under this Agreement are intended to beexcluded from the requirements of Section 409A or be payable on a fixed date or schedule inaccordance with Section 409A(a)(2)(iv). Employee shall be solely responsible and liable for thesatisfaction of all taxes and penalties that may be imposed on Employee in connection with thisAgreement (including any taxes and penalties under Section 409A). Notwithstanding anything in thisAgreement to the contrary, in the event that Executive is deemed to be a “specified employee”within the meaning of Section 409A(a)(2)(B)(i) and is not “disabled” within the meaning of Section409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shallbe made to Executive prior to the date that is six (6) months after the date of Executive’s“separation from service” (as defined in Section 409A and any Treasury Regulations promulgatedthereunder) or, if earlier, Executive’s date of death. Following any applicable six (6) monthdelay, all such delayed payments will be paid in a single lump sum on the earliest permissiblepayment date. For purposes of this Agreement, with respect to payments of any amounts that areconsidered to be “deferred compensation” subject to Section 409A, references to “termination ofemployment” (and substantially similar phrases) shall be interpreted and applied in a manner thatis consistent with the requirements of Section 409A.**[Remainder of Page Intentionally Left Blank]**
 
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first abovewritten.      EMPLOYEE: