Exhibit 10.1

RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is executed as of                                   , 2011, by and between [NAME] (“Executive”) and PHH Corporation (the “Company”).

WHEREAS, Executive is an officer of the Company who has substantial value to the business of the Company due to Executive’s access to the Company’s confidential, proprietary and trade secret information and the Company’s employees, customers and contacts; and

WHEREAS, Executive has been approved to receive an award that certain grant of performance restricted stock units dated [date] (the “Award”) contingent upon the Executive entering into this Agreement;

WHEREAS, in connection with the receipt of the Award, the Executive is required to sign this Agreement.

NOW THEREFORE, intending to be legally bound hereby, the Company and Executive agree as follows:

Consideration.

In consideration of Executive’s execution of and abiding by this Agreement, executive has received the Award and the Company has agreed to continue Executive’s employment on an at-will basis.

Covenants Not to Compete

Executive agrees that, during Executive’s employment with the Company and its subsidiaries and affiliates (the “PHH Group”) and for a period of twelve (12) months following Executive’s termination of employment for any reason (collectively, the “Restriction Period”), Executive shall not compete with the PHH Group, as set forth below:

1.                                        Executive agrees that Executive will not, directly or indirectly, whether on Executive’s own behalf, or on behalf of any third party, provide services substantially similar to the services Executive provided to the PHH Group on the Determination Date anywhere in the United States to any competitor of the Company.  For purposes of this Agreement, a competitor of the Company is defined as a business engaged in any of the businesses of or services provided by the PHH Group on the Determination Date, and in particular businesses in the fleet management, mortgage origination, and/or mortgage servicing industries, including, without limitation: Mike Albert Leasing, Inc.; Allstate Leasing, Inc.; ARI (Automotive Rentals, Inc.); Donlen Corporation; Enterprises Leasing Company; GE Commercial Finance Fleet Services; Emkay Vehicle Leasing; Lease Plan U.S.A.; Wheels, Incorporated; American Leasing; BBL; MotoLease; Merchants Leasing; Sutton Leasing; ULTEA; SunTrust; Wells Fargo; The CEI Group; Fleet Response; CCM; Union Leasing; SunTrust; Wells Fargo; Wells Fargo Home Mortgage; Bank of America Mortgage; Chase Home Finance;

Nexstar Financial; CitiMortgage, Inc.; GMAC Residential Holdings; SunTrust Mortgage, Inc.; MetLife Bank; Quicken Loans, Inc.; CTX Mortgage; Branch Banking & Trust Co.; Pulte Mortgage; AmSouth Mortgage; Fifth Third Mortgage; U.S. Bank Home Mortgage; Citizens Mortgage  Corporation; and any successors that are created by merger, consolidation or any other similar transaction involving any of the foregoing.

2.                                        Executive acknowledges that the PHH Group’s businesses are conducted nationally and agrees that the restrictions herein shall operate throughout the United States.  Nothing herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the outstanding securities of any publicly traded company that would be a competing company as described in section 1 above, so long as Executive has no active participation in the business of such company.

3.                                        Executive agrees that Executive will not, directly or indirectly, on Executive’s own behalf or on behalf of any third party, solicit, induce or encourage, during the Restriction Period any person who was employed by the PHH Group on the Determination Date, and/or any person who was employed by the PHH Group at any time during the twelve-month period immediately preceding the Determination Date, to terminate their employment with the PHH Group.

4.                                        Executive agrees that Executive will not, directly or indirectly, on Executive’s own behalf or on behalf of any third party, during the Restriction Period, solicit any person or entity who was a customer of, client of or target identified for acquisition by PHH Group at any time during the twelve-month period immediately preceding the Determination Date for any purpose which directly or indirectly competes with the business of the PHH Group.

Executive agrees and acknowledges that the promises and covenants not to compete set forth above each have a unique, very substantial and immeasurable value to the PHH Group, that the PHH Group is engaged in a highly competitive industry, and that Executive is receiving significant consideration in exchange for these promises and covenants.  Executive acknowledges that the promises and covenants set forth above are necessary for the reasonable and proper protection of the PHH Group’s legitimate business interests; and that each and every promise and covenant is reasonable with respect to activities restricted, geographic scope and length of time.

For purposes of this Agreement, “Determination Date” means, either during or after employment, the date the Executive most recently provided services to the PHH Group as an employee of the PHH Group.

Confidential Information

Executive acknowledges that as part of Executive’s employment with the PHH Group, Executive has access to information that is not generally disclosed or made available to the public. Executive recognizes that in order to guard the legitimate interests of the PHH Group, it is necessary for it to protect all confidential information.  Executive agrees to keep secret all non-

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public, confidential and/or proprietary information, matters and materials of the PHH Group, and personal confidential or otherwise proprietary information regarding the PHH Group’s employees, executives, directors or consultants affiliated with the PHH Group, including, but not limited to, documents, materials or information regarding, concerning or related to the PHH Group’s research and development, its business relationships, corporate structure, financial information, financial dealings, fees, charges, personnel, methods, trade secrets, systems, procedures, manuals, confidential reports, clients or potential clients, financial information, business and strategic plans, proprietary information regarding its financial or other business arrangements with the executives, sales representatives, editors and other professionals with which it works, software programs and codes, access codes, and other similar materials or information, as well as all other information relating to the business of the PHH Group which is not generally known to the public or within the fleet management and/or mortgage industries or any other industry or trade in which the PHH Group competes (collectively, “Confidential Information”), to which Executive has had or may have access and shall not use or disclose such Confidential Information to any person except (a) in the course of, and to the extent required to perform, Executive’s duties for the PHH Group, (b) to the extent required by applicable law, or (c) to Executive’s personal advisors, to the extent such advisors agree to be bound by this provision.  This obligation is understood to be in addition to any agreements Executive may have signed with the PHH Group or any of its subsidiaries or affiliates concerning confidentiality and non-disclosure, non-competition, non-solicitation, and assignment of inventions or other intellectual property developments, which agreements will remain in full force and effect.  Confidential Information shall not include any information that is within the public domain or enters the public domain through no act of the Executive.

Non-Disparagement

Executive will not disparage or defame, through verbal or written statements or otherwise, the PHH Group or any of its members, directors, officers, agents or employees or otherwise take any action which could reasonably be expected to adversely affect the reputation, business practices, good will, products and services of the PHH Group or the personal or professional reputation of any of the PHH Group’s members, directors, officers, agents or employees.  This non-disparagement provision shall not be construed to prevent Executive from testifying truthfully under oath in a legal or regulatory proceeding.

Enforcement of Restrictive Covenants

Executive agrees and acknowledges that in the event of a breach or threatened breach by Executive of one or more of the covenants and promises described above in “Covenants Not to Compete,” “Confidential Information,” and “Non Disparagement,” the PHH Group will suffer irreparable harm that is not compensable solely by damages.  Executive agrees that under such circumstances, the PHH Group shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive or other relief to enforce these promises and covenants.  The Company and any other member of the PHH Group will, in addition to the remedies provided in this Agreement, be entitled to avail itself of all such other remedies as may now or hereafter exist at law or in equity for compensation and for the specific enforcement of the covenants in this Agreement. Resort to any remedy provided for in this Agreement or provided for by law will not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies or preclude the Company or PHH Group’s recovery of monetary damages and compensation.

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Arbitration

Any and all disputes arising under this Agreement or out of Executive’s employment with the Company will be resolved exclusively by arbitration administered exclusively in New Jersey by JAMS, pursuant to its then-prevailing Employment Arbitration Rules & Procedures, before an arbitrator or arbitrators whose decision shall be final, binding and conclusive on the parties, and judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement.  The Company shall bear any and all costs of the arbitration process, excluding any attorneys’ fees incurred by Executive with regard to such arbitration.  Executive and the Company further acknowledge and agree that, due to the nature of the confidential information, trade secrets, and intellectual property belonging to the PHH Group to which Executive has been given access, and the likelihood of significant harm that the PHH Group would suffer in the event that such information was disclosed to third parties, nothing in this paragraph shall preclude the Company or any other member of the PHH Group from seeking declaratory or injunctive relief to prevent Executive from violating, or threatening to violate, the terms under the “Covenants Not to Compete,” “Confidential Information” and “Non-Disparagement” sections of this Agreement.  The exclusive forum for any action seeking declaratory or injunctive relief under this Agreement shall be the state and federal courts sitting in the state of New Jersey and each party to this Agreement consents to the exercise of personal jurisdiction and venue by such courts.

Acknowledgment (initial below):

Miscellaneous

Absence of Reliance .  Executive acknowledges that in agreeing to this Agreement, Executive has not relied in any way upon representations or statements of the Company other than those representations or statements set forth in this Agreement.

Section Headings .  The section headings are solely for convenience of reference and shall not in any way affect the interpretation of this Agreement.

Notice :  All notices, requests, demands and other communications made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given (a) if hand delivered, at the same time delivered, or (b) at the time shown on the return receipt if mailed in a certified postage prepaid envelope (return receipt requested) addressed to the respective parties as follows:

If to PHH Corporation:

PHH Corporation

c/o General Counsel

3000 Leadenhall Road

Mt. Laurel, NJ  08054

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If to Executive:

[name]

or to such other address as the party to whom notice is to be given may have previously furnished to the other party in writing in the manner set forth above.

Successors and Assigns .  This Agreement will inure to the benefit of and be binding upon the Company and Executive and their respective successors, executors, administrators and heirs. Executive may not make any assignment of this Agreement or any interest herein, by operation of law or otherwise.  The Company may assign this Agreement to any successor to all or substantially all of its assets and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise.

Severability .  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law.  However, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will be modified or reformed to the extent necessary to bring the provision into compliance with applicable law and then enforced as reformed or modified.

Entire Agreement; Amendments .  This Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof.  This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

Choice of Forum; Governing Law .  The exclusive forum for any and all disputes under this Agreement shall be the state and federal courts sitting in the state of New Jersey and each party to this Agreement consents to the exercise of personal jurisdiction and venue by such courts.  This Agreement will be governed by, and enforced in accordance with, the laws of the State of New Jersey without regard to the application of the principles of conflicts of laws.

Counterparts and Facsimiles .  This Agreement may be executed, including execution by facsimile signature, in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument.

[signature page to follow]

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IN WITNESS WHEREOF, Executive and the Company have executed this Agreement as of the date first above written.

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Exhibit 10.2

PHH CORPORATION

2011 NON-QUALIFIED STOCK OPTION

AWARD NOTICE

We are pleased to notify you that PHH Corporation (the “Company”) has awarded you Non-Qualified Stock Options (each an “Option” or collectively, the “Options”).  The Options entitle you to purchase shares of the Company’s Stock.  The number of shares you may purchase and the exercise price at which you may purchase them are specified below.  This Non-Qualified Stock Option Award Notice (the “Award Notice”) constitutes part of and is subject to the terms and provisions of the attached Non-Qualified Stock Option Award Agreement (the “Agreement”) and the Plan.  Capitalized terms used but not defined in this Award Notice shall have the meanings set forth in the Agreement or the Plan.

We congratulate you on the recognition of your importance to our organization and its future.

RETAIN THIS NOTIFICATION AND YOUR AWARD AGREEMENT WITH

YOUR IMPORTANT DOCUMENTS AS A RECORD OF THIS AWARD.

PHH CORPORATION

NON-QUALIFIED STOCK OPTION

AWARD AGREEMENT

PHH Corporation, a Maryland corporation (the “Company”) has granted to the Optionee named in the Award Notice to which this Non-Qualified Stock Option Award Agreement (the “Agreement”) is attached, an award consisting of non-qualified stock options (each an “Option,” and collectively, the “Options”), subject to the terms and conditions set forth in the Award Notice and this Agreement.  The Options have been granted pursuant to the PHH Corporation Amended and Restated 2005 Equity and Incentive Plan, as amended (the “Plan”).

WHEREAS, the Human Capital and Compensation Committee of the Board of Directors of the Company (the “Committee”) has the authority under and pursuant to the Plan to grant and establish the terms of awards to eligible employees of the Company and its Subsidiaries; and

WHEREAS, the Committee desires to grant non-qualified stock options to the Optionee, subject to the terms of the Plan, the Award Notice, and this Agreement.

In consideration of the provisions contained in this Agreement, the Company and the Optionee agree as follows:

1.                                        The Plan.   The Options granted to the Optionee hereunder are granted pursuant to the Plan.  A copy of the prospectus for the Plan is attached hereto and the terms of such Plan are hereby incorporated in this Agreement.  Terms used in this Agreement which are not defined in this Agreement shall have the meanings used or defined in the Plan.

2.                                        Number of Shares and Purchase Price .  The Optionee is hereby granted an option (an “Option”) to purchase the number of shares of Stock specified on the attached Award Notice (the “Option Shares”) at the Exercise Price per Share specified on the Award Notice, pursuant to the terms of this Agreement and the provisions of the Plan.

3.                                        Term of Option and Conditions of Exercise.

(a)                                   The Option has been granted as of the Grant Date and shall terminate on the Expiration Date specified on the Award Notice, subject to earlier termination as provided herein and in the Plan.  Upon the termination or expiration of the Option, all rights of the Optionee in respect of such Option hereunder shall cease.

(b)                                  Subject to the provisions of the Plan and this Agreement, except as may otherwise be provided by the Committee, the Option shall vest in accordance with the Vesting Schedule set forth on the Award Notice, so long as the Optionee continues to be employed by or provide service to the Company or a Subsidiary; provided, however, that

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(i)                                      the Option shall become fully vested and exercisable upon the death of the Optionee or the termination of the Optionee’s employment or service due to the disability (as defined in the Company’s long-term disability plan) of the Optionee; and

(ii)                                   if the Optionee does not sign a restrictive covenant agreement in the form presented by the Company within forty-five (45) days after the Grant Date, the Option shall be forfeited.

(c)                                   Upon the occurrence of a Change in Control that occurs on or before December 31, 2013 and while the Optionee is employed with the Company or its Subsidiaries, the Optionee will become vested to the extent provided in the chart below:

provided, however, that if the surviving company following the Change in Control either (A) continues this Option in effect (subject to Section 5 of the Plan) or (B) replaces this Option with an option to receive the surviving company stock in a manner that complies with Code Section 409A and the regulations thereunder and, in either case, does not extend the maximum period for vesting under the Vesting Schedule provided under this Option, then no accelerated vesting shall occur. Options that do not vest according to the above chart will continue to be subject to the Vesting Schedule in the Award Notice.

4.                                        Termination of Employment .

(a)                                   Except as may otherwise be provided by the Committee, if the Optionee’s employment with or service to the Company or a Subsidiary is terminated, the Options that are then unexercisable will terminate immediately upon such termination of employment or service.

(b)                                  Notwithstanding subsection (a), if the Optionee’s employment is terminated by the Company and its Subsidiaries without Cause (as defined in subsection (c)), the Award shall become vested in accordance with the following schedule:

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Notwithstanding the foregoing, in the event the Optionee violates any non-competition, non-solicitation, non-disclosure, or other restrictive covenant agreement with the Company or its Subsidiaries prior to the date the Option is exercised, then the Optionee shall not be vested and the entire Award will be forfeited.

(c)                                   Excepts as may otherwise be provided by the Committee, if the Optionee’s employment with or service to the Company or a Subsidiary is terminated, the Options that are then exercisable will terminate as follows:

(i)                                      If the Optionee’s employment terminates by reason of such Optionee’s death or disability (as defined in the Company’s long-term disability plan), the Option may be exercised, to the extent vested on the date of termination, by the Optionee, the Optionee’s legal representative or legatee for a period of two years from the date of death or disability or until the Expiration Date, if earlier.

(ii)                                   If the Optionee’s employment is terminated by the Company for Cause, the Options that are then exercisable will terminate immediately as of the effective date of such termination.  For purposes of this Award, “Cause” means any one of the following: (1) a material failure of the Optionee to substantially perform the Optionee’s duties with the Company or its Subsidiaries (other than failure resulting from incapacity due to physical or mental illness); (2) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against, or relating to the assets of, the Company or its Subsidiaries; (3) conviction (or plea of nolo contendere) of a felony or any crime involving moral turpitude; (4) repeated instances of negligence in the performance of the Optionee’s job or any instance of gross negligence in the performance of the Optionee’s duties as an employee of the Company or one of its Subsidiaries; (5) any breach by the Optionee of any fiduciary obligation owed to the Company or any Subsidiary or any material element of the Company’s Code of Ethics, the Company’s Code of Conduct or other applicable workplace policies; or (6) failure by the Optionee to perform Optionee’s job duties for the Company or any Subsidiary to the best of Optionee’s ability and in accordance with reasonable instructions and directions from the Board or its designee, and the reasonable workplace policies and procedures established by the Company or any Subsidiary, as applicable, from time to time.

(iii)                                If the Optionee’s employment terminates for any reason other than by the Company for Cause or due to death or disability, the Option may be exercised, to

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the extent vested on the date of termination, for a period of one year from the date of termination or until the Expiration Date, if earlier.

5.                                        Exercise of Option .

The Option may only be exercised in accordance with the terms of the Plan and the administrative procedures established by the Committee from time to time.  The Optionee may pay the Exercise Price by:

(a)                                   delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Committee in its discretion;

(b)                                  a broker-assisted cashless exercise procedure satisfactory to the Company;

(c)                                   tender (via actual delivery or attestation) to the Company of other shares of Stock which have a Fair Market Value on the date of tender equal to the Exercise Price, provided that such shares have been owned by the Optionee for a period of at least six months free of any substantial risk of forfeiture or were purchased on the open market without assistance, direct or indirect, from the Company; or

(d)                                  any combination of the foregoing.

6.                                        Adjustment upon Changes in Capitalization .  The Option is subject to adjustment in the event of certain changes in the capitalization of the Company, to the extent set forth in Section 5 of the Plan.

7.                                        No Rights as a Stockholder .  The Optionee shall not have any of the rights of a stockholder with respect to the Option Shares until such Option Shares have been issued to the Optionee upon exercise of the Options.  No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date on which such Option Shares are issued.

8.                                        Clawback .  This Award, and any stock issued or cash paid pursuant to this Award, is expressly subject to any “clawback policy” adopted by the Board or its designee.

9.                                        Nontransferability of Options .  These Options are nontransferable otherwise than by will or the laws of descent and distribution and during the Optionee’s lifetime, the Options may be exercised only by the Optionee or, during the period in which the Optionee is under a legal disability, by the Optionee’s guardian or legal representative.  Except as provided above, the Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

10.                                  Withholding of Taxes .  At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes

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withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options.  The Company may require the Optionee to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Option Shares.

The Committee may, in its sole discretion, permit the Optionee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the shares of Stock to be issued upon exercise that number of Option Shares, or by electing to deliver to the Company already-owned shares of Stock, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due.

11.                                  Amendment .  This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Option Shares as determined in the discretion of the Committee, except as provided in the Plan or in a written agreement signed by the Optionee and the Company.

12.                                  Entire Agreement .  This Agreement and the Plan contain all of the understandings and agreements between the Company and the Optionee concerning the Option and supersedes all earlier negotiations and understandings, written or oral, between the parties with respect thereto.  The Company and the Optionee have made no promises, agreements, conditions or understandings, either orally or in writing, that are not included in this Agreement or the Plan.

13.                                  Captions .  The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience.  They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

14.                                  Notices .  Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company or the Committee, to the attention of the General Counsel of the Company at the principal office of the Company and, if to the Optionee, to the Optionee’s last known address contained in the personnel records of the Company.

15.                                  Binding Effect .  Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Optionee and their respective estate, successors and assigns, subject to any limitations on transferability under applicable law or as set forth in the Plan.

16.                                  Blackout Periods .  The Optionee acknowledges that, from time to time as determined by the Company in its sole discretion, the Company may establish “blackout periods” during which this Option may not be exercised.  The Company may establish a blackout period for any reason or for no reason.

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17.                                  Integrated Agreement .  The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Company with respect to such subject matter other than those as set forth or provided for herein or therein.  To the extent contemplated herein or therein, the provisions of the Award Notice and the Agreement shall survive any settlement of the award and shall remain in full force and effect.

18.                                  Governing Law .  This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the internal laws of the State of Maryland, without effect to the conflicts of laws principles thereof.

19.                                  Authority .  The Committee shall have full authority to interpret and construe the terms of the Plan, the Award Notice, and this Agreement.  The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive on all parties.

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