Exhibit 10.2

RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is executed as of                                    , 2012, by and between [NAME] (“Employee”) and PHH Corporation and its subsidiaries, affiliates and related entities (the “Company”).

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

WHEREAS, Employee has been approved to receive an award that certain grant of performance restricted [stock] units dated September 27, 2012 [and nonqualified stock option awards dated                  ] (the “Award [s] ”) contingent upon the Employee entering into this Agreement;

WHEREAS, Employee has been approved for participation in the Company’s Severance Program;

WHEREAS, in connection with the receipt of the Award [s] and participation in the Company’s Tier I Severance Program, the Employee is required to sign this Agreement.

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

Consideration.

In consideration of Employee’s execution of and abiding by this Agreement, Employee has received the Award [s] , will be allowed to participate in the Tier I Severance Program, and the Company has agreed to continue Employee’s employment on an at-will basis.

Covenants Not to Compete and Not to Solicit

Employee agrees that, during Employee’s employment with the Company and for a period of           months immediately following Employee’s termination of employment for any reason (collectively, the “Restriction Period”), Employee shall abide by the following restrictions:

1.                                        Employee agrees that Employee will not, directly or indirectly, whether on Employee’s own behalf, or on behalf of any third party, provide services substantially similar to the services Employee provided to the Company on the Determination Date anywhere to any Competing Business in North America, or invest in or consult to any Competing Business, provided however, that nothing herein shall prohibit Employee from being a passive owner of not more than five percent (5%) of the outstanding securities of any publicly traded Competing Business, so long as Employee has no active participation in the business of such company.

2.                                        Employee agrees that Employee will not, directly or indirectly, on Employee’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 Company on the Determination Date, and/or any person who was employed by the Company at any time during the twenty-four (24) month period immediately preceding the Determination Date, to terminate their employment with the Company.

3.                                        Employee agrees that Employee will not, directly or indirectly, on Employee’s own behalf or on behalf of any third party, during the Restriction Period, solicit any person or entity who was a customer or client of the Company or an actively sought prospective customer, client or target of the Company at any time during the twenty-four (24) month period immediately preceding the Determination Date, and with whom Employee has had Material Contact, for the purpose of offering any product or service that competes with the product or service offered by the Company within North America.

4.                                        Employee agrees that Employee will not, directly or indirectly, whether on Employee’s own behalf or on behalf of any third party, interfere with any relationship that exists between the Company and any supplier or vendor to the Company with whom Employee had Material Contact at any time during the twenty-four (24) month period immediately preceding the Determination Date or attempt to dissuade any supplier or vendor to discontinue its relationship with the Company.

Employee 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 Company, that the Company is engaged in a highly competitive industry, and that Employee is receiving significant consideration in exchange for these promises and covenants.  Employee acknowledges that the promises and covenants set forth above are necessary for the reasonable and proper protection of the Company’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, certain terms are defined as follows:

“Competing Business” is defined as the following:  [                                                    ].

“Material Contact” means the contact within twenty-four (24) months prior to the Determination Date, between Employee and each supplier, vendor, client, customer or prospective client, customers or targets:  (a) with whom or which Employee had business dealings on behalf of the Company; or (b) whose dealings with the Company were supervised by

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Employee; or (c) about whom Employee obtained confidential information in the ordinary course of business as a result of Employee’s employment with the Company;

“Determination Date” means the date on which Employee’s employment ends, whether by reason of resignation or upon termination for whatever reason by the Company.

Confidential Information

Employee acknowledges that as part of Employee’s employment with the Company, Employee has had access to and will continue to have access to information that is not generally disclosed or made available to the public. Employee recognizes that in order to guard the legitimate interests of the Company, it is necessary for it to protect all confidential information.  Employee agrees to keep secret all non-public, confidential and/or proprietary information, matters and materials of the Company, and personal confidential or otherwise proprietary information regarding the Company’s employees, Employees, directors or consultants affiliated with the Company, including, but not limited to, documents, materials or information regarding, concerning or related to the Company’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 Employees, sales representatives, editors and other professionals with which it works, software programs and codes, software development, access codes, and other similar materials or information, as well as all other information relating to the business of the Company 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 Company competes (collectively, “Confidential Information”), to which Employee 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, Employee’s duties for the Company, (b) to the extent required by applicable law, or (c) to Employee’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 protection the Company may be entitled to under applicable law.  Confidential Information shall not include any information that is within the public domain or enters the public domain through no act of the Employee.

Non-Disparagement

Employee will not disparage or defame, through verbal or written statements or otherwise, the Company 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 Company or the personal or professional reputation of any of the Company’s members, directors, officers, agents or employees.  This non-disparagement provision shall not be construed to prevent Employee from testifying truthfully under oath in a legal or regulatory proceeding.

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Enforcement of Restrictive Covenants

Employee agrees and acknowledges that in the event of a breach or threatened breach by Employee of one or more of the covenants and promises described above in “Covenants Not to Compete and Not to Solicit,” “Confidential Information,” and “Non Disparagement,” the Company will suffer irreparable harm that is not compensable solely by damages.  Employee agrees that under such circumstances, the Company 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 Company 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 the Company’s recovery of monetary damages and compensation.

Arbitration

Any and all disputes arising under this Agreement or out of Employee’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 Employee with regard to such arbitration.  Employee and the Company further acknowledge and agree that their agreement to arbitrate notwithstanding, due to the nature of the confidential information, trade secrets, and intellectual property belonging to the Company to which Employee has been given access, and the likelihood of significant harm that the Company would suffer in the event that such information was disclosed to third parties, nothing in this paragraph shall preclude the Company from seeking declaratory relief or temporary, preliminary or permanent injunctive relief from a court of competent jurisdiction to prevent Employee from violating, or threatening to violate, the terms under the “Covenants Not to Compete,” “Confidential Information” and “Non-Disparagement” sections of this Agreement.

Miscellaneous

Absence of Reliance .  Employee acknowledges that in agreeing to this Agreement, Employee 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

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(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

If to Employee:

[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 Employee and their respective successors, executors, administrators and heirs. Employee 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, that are not subject to Arbitration, 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

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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, Employee and the Company have executed this Agreement as of the date first above written.

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Exhibit 10.3

PHH CORPORATION

2012 PERFORMANCE RESTRICTED STOCK UNIT

AWARD NOTICE

We are pleased to notify you that PHH Corporation (the “Company”) has awarded you this 2012 Performance Restricted Stock Unit Award.  The Performance Restricted Stock Unit Award represents the Company’s unfunded and unsecured promise to issue shares of the Company’s Stock at a future date subject to the terms and conditions of this Performance Restricted Stock Unit Award Notice, the attached Performance Restricted Stock Unit Award Agreement (the “Agreement”) and the PHH Corporation 2005 Equity and Incentive Plan, as amended (the “Plan”).  This Performance Restricted Stock Unit Award Notice (the “Award Notice”) constitutes part of and is subject to the terms and provisions of 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.

Target Measurement Period (“TMP”) — September 27, 2012 through September 26, 2015

[continued on the next page]

(1) The Average Share Price will be determined by the average of the Fair Market Value of a share of Stock for the 90-calendar day period ending (and including) the last day of the TMP.

There will be no payment for performance below the “Threshold” level, no payment will be made in excess of the Achieved Percentage at the “Target” level, and there will be no interpolation between levels of achievement.

The Committee may exercise negative discretion to reduce the Achieved Percentage and the amount payable under this Award prior to the earlier of payment of the Award or Change in Control.  Such discretion may be exercised based on the Committee’s subjective determination (or the Committee’s determination based upon a recommendation of the Company’s management) of the extent to which the Grantee has achieved such individual goals for the TMP, if any, as the Committee may establish or based on any other factors the Committee deems necessary or appropriate in its sole and absolute discretion.

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.

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PHH CORPORATION

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

PHH Corporation, a Maryland corporation (the “Company”) has granted to the individual (the “Grantee”) named in the Performance Restricted Stock Unit Award Notice to which this Performance Restricted Stock Unit Award Agreement (the “Agreement”) is attached, a Performance Restricted Stock Unit Award relating to the common stock, par value $0.01 per share, of the Company, subject to the terms and conditions set forth in the Award Notice and this Agreement.  This Performance Restricted Stock Unit Award (the “Award”) has 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 an Award to the Grantee, subject to the terms and conditions of the Plan, the Award Notice and this Agreement.

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

1.             The Plan .  The Award granted to the Grantee hereunder is pursuant to the Plan.  A copy of the prospectus for the Plan is attached hereto and the terms of the 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.             Grant of Award .

a.             Subject to the terms and conditions set forth in the Plan and this Agreement, the Grantee is hereby granted this Award.

b.             The Grantee is not required to make any monetary payment (other than applicable tax withholding, if any, and payment of the par value of the Stock, if required by law) as a condition to receiving shares of Stock issued upon settlement of the Award.

c.             If the Grantee has not signed a restrictive covenant agreement in a form acceptable to the Company by no later than thirty (30) days after the Grant Date, the Award shall be forfeited.

3.             Termination of Employment .  Notwithstanding any other provision of the Plan to the contrary, except as provided in Section 4b. and 4c., upon the termination of the Grantee’s employment with the Company and its Subsidiaries for any reason whatsoever on or before September 26, 2015, the Award shall immediately and automatically terminate and no payment will be made.

4.             Settlement .

a.             Issuance of Shares of Stock .   On the Settlement Date, the Company shall issue to the Grantee the Earned Shares, as described in the Award Notice, after any adjustments as provided under Section 5 of the Plan; provided , however , that the Grantee shall remain required to remit to the Company such amount that the Company determines is necessary to meet all required minimum withholding taxes.

b.             If the Grantee’s employment is terminated (i) by the Company and its Subsidiaries without Cause (as defined in this subsection b.), (ii) due to the Grantee’s voluntary resignation from the Company and its Subsidiaries on or after attaining age sixty-five (65) (a “Retirement”), (iii) due to the death of the Grantee, or (iv) the termination of the Grantee’s employment or service due to a disability (as defined in the Company’s long-term disability plan), the Award shall become vested in accordance with the following schedule:

The portion of the Award payable on the Settlement Date will be the number of Earned Shares multiplied by the percent vested from the above chart.  All other Earned Shares will be forfeited as of the Settlement Date, except as otherwise expressly provided by the Committee.  Notwithstanding the foregoing, in the event the Grantee violates any non-competition, non-solicitation, non-disclosure, or other restrictive covenant agreement with the Company or its Subsidiaries prior to the Settlement Date, then the Grantee shall not be vested in any portion of the Earned Shares and the entire Award will be forfeited.

For purposes of this Award, “Cause” means any one of the following: (1) a material failure of the Grantee to substantially perform the Grantee’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 Grantee’s job or any instance of gross negligence in the performance of the Grantee’s duties as an employee of the Company or one of its Subsidiaries; (5) any breach by the Grantee of any fiduciary obligation owed to the Company or any Subsidiary or any material element of the Company’s Code of Business Ethics and Conduct or other applicable workplace policies; or (6) failure by the Grantee to perform Grantee’s job duties for the Company or any Subsidiary to the best of Grantee’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.

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c.             Change in Control .   Upon the effective date of a Change in Control that occurs during the TMP and while the Grantee is employed with the Company or its Subsidiaries, the Grantee will become vested in the portion of the Change in Control Payment as specified in the chart below:

For this purpose, the “Change in Control Payment” is the Achieved Percentage from the chart in the accompanying Award Notice based on the average of the Fair Market Value of a share of Stock for the 90-calendar day period ending (and including) the effective date of the Change in Control, multiplied by the Target Shares.  The vested portion of the Change in Control Payment will be paid on a date selected by the Company within ninety (90) days following the effective date of the Change in Control.  The unvested portion of the Change in Control Payment shall be forfeited upon payment of the vested portion, unless otherwise expressly provided by the Committee in writing.

d.             Certificate Registration .   The certificate for the shares issued in settlement of the Award shall be registered in the name of the Grantee, or, if applicable, in the names of the Grantee’s heirs.

e.             Restrictions on Grant of the Award and Issuance of Shares .   The grant of this Award and issuance of shares of Stock upon settlement of the Award shall be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such securities.  No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Award, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

f.              Fractional Shares .  The Company shall not be required to issue fractional shares upon the settlement of the Award.

g.             Dividend Equivalents .  No dividend equivalents will be paid with respect to the Award.

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5.             Tax Obligations .  As a condition to the granting of the Award and the settlement thereof, the Grantee agrees to remit to the Company or any of its applicable Subsidiaries such sum as may be necessary to discharge the Company’s or such Subsidiary’s obligations with respect to any tax, assessment or other governmental charge imposed on property or income received by the Grantee pursuant to this Agreement and the Award.  Accordingly, the Grantee agrees to remit to the Company or an applicable Subsidiary any and all required minimum withholding taxes.  To satisfy such obligation, Grantee agrees to have the Company withhold a number of whole shares of Stock otherwise deliverable to Grantee in settlement of the Award having a Fair Market Value, as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates determined by the Company.

6.             No Rights to Continued Employment; Loss of Office .  Neither this Agreement nor the Award shall be construed as giving the Grantee any right to continue in the employ of the Company or any of its Subsidiaries, or shall interfere in any way with the right of the Company to terminate such employment.  Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, for purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon which the Grantee ceases to perform active employment duties for the Company following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation.  Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement), by way of compensation for loss of office or otherwise, to any sum or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment.  No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its Subsidiaries.

7.             Rights as a Stockholder .  The Grantee shall have no rights as a stockholder with respect to any shares which may be issued in settlement of the Award until the date such shares are actually issued (as evidenced by a stock certificate or an appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 5 of the Plan.

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, as may be amended from time to time, or any recoupment permitted or required by law.

In addition, until such time subsequent to the Grant Date that the Company adopts a “clawback policy” that is applicable to the Grantee that expressly supersedes this paragraph, this Award shall be forfeited and the Grantee shall be obligated to return to the Company any shares previously issued under this Award or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if the Committee determines in good faith (a) that the Grantee has violated the terms of any non-competition, non-solicitation, non-disclosure, or other restrictive covenant agreement with the Company and/or one or more of its Subsidiaries or (b)

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that, within three (3) years of the date the Award is settled, the Grantee (i) experiences a termination of employment for Cause, or the Committee determines after employment termination that the Grantee’s employment could have been terminated for Cause, (ii) engaged in conduct that causes material financial or reputational harm to the Company or Subsidiaries, (iii) provided materially inaccurate information related to publicly reported financial statements of the Company and its Subsidiaries, (iv) provided a material misrepresentation upon which the achievement of the Targeted Performance Goals was determined, (v) improperly, or with gross negligence, failed to identify, assess or report risks material to the Company or its Subsidiaries that were within the scope of the Grantee’s responsibility and of which the Grantee was aware or should have been aware based on facts reasonably available to the Grantee, or (vi) violated the Company’s Code of Business Ethics and Conduct, is under investigation for a regulatory matter due to gross negligence or willful misconduct in the performance of the Grantee’s duties for the Company and its Subsidiaries, or otherwise engaged in gross misconduct with respect to the Company and its Subsidiaries.

9.             Legends . The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Stock issued pursuant to this Agreement.  The Grantee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Agreement in the possession of the Grantee in order to carry out the provisions of this Section.

10.           Nontransferability .  Prior to the issuance of shares of Stock pursuant to this Agreement, neither this Agreement nor any shares subject to this Agreement shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Grantee, except transfer by will or by the laws of descent and distribution.  All rights with respect to the Agreement shall be exercisable during the Grantee’s lifetime only by the Grantee or the Grantee’s guardian or legal representative.

11.           Compliance with Stock Ownership Guidelines .  Except as provided in the PHH Corporation Stock Ownership and Retention Guidelines adopted November 14, 2011, as amended (the “Guidelines”), the Grantee may not divest shares received under the Award until the ownership requirements of the Guidelines have been met.

12.           Amendments .  The Committee may amend this Agreement at any time; provided, however, that no such amendment may adversely affect the Grantee’s rights under this Agreement without the consent of the Grantee, except to the extent such amendment is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable law or to prevent a detrimental accounting impact.  No amendment or addition to this Agreement shall be effective unless in writing.

13.           Section 409A .  This Award is intended to comply with, or otherwise be exempt from, Section 409A of the Code.  This Award shall be administered, interpreted and construed in a manner consistent with such Code section.  Should any provision of this Agreement or the Award be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Grantee’s consent (notwithstanding the provisions of Section 12 above), in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code.

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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, (or applicable non-U.S. equivalent for notices mailed from outside the United States) 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 Grantee, to the Grantee’s last known address contained in the personnel records of the Company.

15.           Binding Effect .  This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Grantee and the Grantee’s heirs, executors, administrators, successors and assigns.

16.           Failure to Enforce Not a Waiver .  The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

17.           Integrated Agreement .   The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement of the Grantee 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 Grantee 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.  The Grantee’s participation in the Plan is voluntary and has not been induced by a promise of employment or continued employment with the Company or a Subsidiary or affiliate of the Company.

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 Delaware, 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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Exhibit 10.4

PHH CORPORATION

2012 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 PHH Corporation Amended and Restated 2005 Equity and Incentive Plan, as amended (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 Options 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 Options have 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 Options, all rights of the Optionee in respect of such Options hereunder shall cease.

(b)                                  Subject to the provisions of the Plan and this Agreement, except as may otherwise be provided by the Committee, the Options 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 Options shall become fully vested and exercisable upon the death of the Optionee or the termination of the Optionee’s employment or service due to a disability (as defined in the Company’s long-term disability plan) of the Optionee; and

(ii)                                   if the Optionee has not signed a restrictive covenant agreement in a form acceptable to the Company by no later than thirty (30) days after the Grant Date, the Options shall be forfeited.

(c)                                   Upon the effective date of a Change in Control that occurs before September 27, 2015 and while the Optionee is employed with the Company or its Subsidiaries, the Optionee will become vested as to a pro rata portion of the Options determined as follows: the total number of Options multiplied by a fraction where the numerator is the number of calendar days from and including the Grant Date through and including the effective date of the Change in Control and the denominator is the total number of calendar days from and including the Grant Date through and including September 27, 2015.  Notwithstanding the foregoing, if the surviving company following the Change in Control either (A) continues the Options in effect (subject to Section 5 of the Plan) or (B) replaces the Options 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 the Award Notice and this Agreement, then no accelerated vesting shall occur. Options that do not vest according to this Subsection (c) 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):

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

(ii)                                   if the Optionee’s employment is terminated due to Optionee’s voluntary resignation from the Company and its Subsidiaries on or after attaining age

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sixty-five (65) (a “Retirement”), the Optionee will become vested as to a pro rata portion of the Options determined as follows: the total number of Options multiplied by a fraction where the numerator is the number of calendar days from and including the Grant Date through and including the date of Retirement and the denominator is the total number of calendar days from and including the Grant Date through and including September 27, 2015.

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 an Option is exercised, then the Optionee shall not be vested and all the Options will be forfeited.

(c)                                   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 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 Options 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 Agreement, “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 Business Ethics and 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 Options may be exercised, to 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.

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5.                                        Exercise of Options .

The Options 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 Options are 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.                                        Restrictions on Grant of the Award and Issuance of Shares .  The grant of the Options and issuance of shares of Stock upon exercise of the Options shall be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such securities.  No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award Notice shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Award Notice, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

8.                                        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 (as evidenced by a stock certificate or an appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  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.

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9.                                        No Rights to Continued Employment; Loss of Office .  Neither this Agreement nor the Award Notice shall be construed as giving the Optionee any right to continue in the employ of the Company or any of its Subsidiaries, or shall interfere in any way with the right of the Company to terminate such employment.  Notwithstanding any other provision of the Plan, the Award Notice, this Agreement or any other agreement (written or oral) to the contrary, for purposes of the Plan and the Award Notice, a termination of employment shall be deemed to have occurred on the date upon which the Optionee ceases to perform active employment duties for the Company following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation.  Notwithstanding any other provision of the Plan, the Award Notice, this Agreement or any other agreement (written or oral) to the contrary, the Optionee shall not be entitled (and by accepting an Award Notice, thereby irrevocably waives any such entitlement), by way of compensation for loss of office or otherwise, to any sum or other benefit to compensate the Optionee for the loss of any rights under the Plan as a result of the termination or expiration of an Award Notice in connection with any termination of employment.  No amounts earned pursuant to the Plan or any Award Notice shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its Subsidiaries.

10.                                  Clawback .  The Award Notice, and any stock issued or cash paid pursuant to the Award Notice, is expressly subject to any “clawback policy” adopted by the Board or its designee, as may be amended from time to time, or any recoupment permitted or required by law.

In addition, until such time subsequent to the Grant Date that the Company adopts a “clawback policy” that is applicable to the Optionee that expressly supersedes this paragraph, the Options shall be forfeited, and the Optionee shall be obligated to return to the Company any shares previously issued pursuant to the exercise of the Options or a cash payment equal to the value of the shares at the time such shares were sold or transferred, if the Committee determines in good faith (a) that the Optionee has violated the terms of any non-competition, non-solicitation, non-disclosure, or other restrictive covenant agreement with the Company and/or one or more of its Subsidiaries or (b) that, within three (3) years after the date the Optionee exercises an Option, the Optionee (i) experiences a termination of employment for Cause, or the Committee determines after employment termination that the Optionee’s employment could have been terminated for Cause, (ii) engaged in conduct that causes material financial or reputational harm to the Company or Subsidiaries, (iii) provided materially inaccurate information related to publicly reported financial statements of the Company and its Subsidiaries, (iv) improperly, or with gross negligence, failed to identify, assess or report risks material to the Company or its Subsidiaries that were within the scope of the Optionee’s responsibility and of which the Optionee was aware or should have been aware based on facts reasonably available to the Optionee, or (v) violated the Company’s Code of Business Ethics and Conduct, is under investigation for a regulatory matter due to gross negligence or willful misconduct in the performance of the Optionee’s duties for the Company and its Subsidiaries, or otherwise engaged in gross misconduct with respect to the Company and its Subsidiaries.

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11.                                  Compliance with Stock Ownership Guidelines .   Except as provided in the PHH Corporation Stock Ownership and Retention Guidelines adopted November 14, 2011, as amended (the “Guidelines”), the Optionee may not divest shares received through the exercise of the Options until the ownership requirements of the Guidelines have been met.

12.                                  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.

13.                                  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 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 applicable statutory minimum withholding amount due as determined by the Company.

14.                                  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.

15.                                  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.

16.                                  Notices .  Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, (or applicable non-U.S. equivalent for notices mailed from outside the United States) 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.

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17.                                  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.

18.                                  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 the Options may not be exercised.  The Company may establish a blackout period for any reason or for no reason.

19.                                  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.  The Optionee’s participation in the Plan is voluntary and has not been induced by a promise of employment or continued employment with the Company or a Subsidiary or affiliate of the Company.

20.                                  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 Delaware, without effect to the conflicts of laws principles thereof.

21.                                  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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Exhibit 10.5

PHH CORPORATION

TIER I SEVERANCE PAY PLAN

Effective Date:                   September 27, 2012

ARTICLE I - INTRODUCTION

PHH Corporation (referred to herein as the “Company”), hereby adopts the PHH Corporation Tier I Severance Pay Plan (the “Plan”), effective as of September 27, 2012, to provide severance benefits to certain employees of the Company and its Subsidiaries who suffer a loss of employment under the terms and conditions set forth in the Plan. The Plan replaces and supersedes (i) any and all severance plans, policies, and/or practices of the Company or its subsidiaries, whether written or unwritten, in effect for covered employees prior to September 27, 2012 and (ii) any and all severance plans, policies and or practices of any business or entity acquired by the Company effective upon the consummation of any such acquisition.

ARTICLE II - DEFINITIONS AND INTERPRETATIONS

The following definitions and interpretations of important terms apply to the Plan.

(a)                                   Agreement .  For purposes hereof, Agreement shall mean the non-competition, non-solicitation, and other restrictive covenant agreement in the form and manner required by the Company in its sole discretion from time to time that is either a 2-Year Agreement or a 1-Year Agreement.

(1)                                   A “ 2-Year Agreement ” is an Agreement that provides non-competition and non-solicitation protection during employment and for at least two (2) years following termination of employment.

(2)                                   A “ 1-Year Agreement ” is an Agreement that provides non-competition and non-solicitation protection during employment and for at least one (1) year following termination of employment, but less than two (2) years following termination of employment;

provided, however, that in the case of an Eligible Employee who is a licensed attorney and who is ethically and/or legally prohibited from agreeing to be bound by certain restrictive covenants, such an Eligible Employee will be deemed to have signed a 1-Year or 2-year Agreement if he or she signs an agreement not to compete in a non-legal capacity following termination from employment, in the form and manner required by the Company, in its sole discretion from time to time, for a time period not to exceed two (2) years.

(b)                                  Base Pay . For purposes hereof, Base Pay shall mean an employee’s annual base salary or wages from the Company at the time of termination. Base Pay shall be determined as reflected on the Company’s payroll records, and shall not include bonuses, overtime pay, shift premiums, commissions, employer contributions for benefits, incentive or deferred compensation or other additional compensation in any form. For purposes hereof, an Eligible Employee’s Base Pay shall include any salary reduction contributions made on his or her behalf to any plan of the Company under section 125 or 401(k) of the Internal Revenue Code of 1986, as amended. One month of Base Pay shall mean an employee’s annual Base Pay divided by twelve (12).

(c)                                   Cause .  For purposes hereof, Cause shall mean any one of the following: (i) a material failure of the Eligible Employee to substantially perform the Eligible Employee’s duties with the Company or its Subsidiaries (other than failure resulting from incapacity due to physical or mental illness); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct

against, or relating to the assets of, the Company or its Subsidiaries; (iii) conviction (or plea of nolo contendere) of a felony or any crime involving moral turpitude; (iv) repeated instances of negligence in the performance of the Eligible Employee’s job or any instance of gross negligence in the performance of the Eligible Employee’s duties as an employee of the Company or one of its Subsidiaries; (v) any breach by the Eligible Employee of any fiduciary obligation owed to the Company or any Subsidiary or (vi) any breach of a material element of the Company’s Code of Business Ethics and Conduct or other applicable workplace policies, as amended from time to times; or (vii) failure by the Eligible Employee to perform Eligible Employee’s job duties for the Company or any Subsidiary to the best of Eligible Employee’s ability and in accordance with reasonable instructions and directions from the Board or its designee.

(d)                                  Code . The Internal Revenue Code of 1986, as amended.

(e)                                   Company . PHH Corporation

(f)                                     Effective Date . September 29, 2012

(g)                                  Eligible Employee . Any United States-based employee of the Company or a Subsidiary who: (i) is classified by the Company as an active, full-time employee and (ii) who has, prior to termination of employment, signed an Agreement with the Company. Notwithstanding the foregoing, an Eligible Employee shall not include any individual (i) classified as an independent contractor by the Company, (ii) being paid by or through an employee leasing company or other third party agency, or (iii) any other person classified by the Company as a leased employee, during the period the individual is so paid or classified even if such individual is later retroactively reclassified as a common-law employee of the Company or its Subsidiaries during all or any part of such period pursuant to applicable law or otherwise.

(h)                                  ERISA . The Employee Retirement Income Security Act of 1974, as amended.

(i)                                      Participant . An Eligible Employee who meets all the requirements set forth in Article III of the Plan. An individual shall cease being a Participant once payment of all severance pay and other benefits due to such individual under the Plan has been completed (or upon the death of the Participant, if earlier) and no person shall have any further rights under the Plan with respect to such former Participant.

(j)                                      Plan Administrator . The Company or such other person or committee appointed from time to time by the Company to administer the Plan. Until a successor is appointed by the Company, the Plan Administrator shall be the Company.

(k)                                   General Release . The General Release provided by the Company to an Eligible Employee in connection with his or her termination of employment with the Company, which if executed by the Eligible Employee (and not timely revoked), will acknowledge his or her termination of employment with the Company and release the Company from liability for any and all claims and contain such other provisions as the Company may deem necessary or appropriate. By signing the General Release, an Employee waives all rights he or she may have under state and federal employment statutes and all common law causes of action related to his or her employment and termination thereof.

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(l)                                      Post-Employment Restricted Period .  The Post-Employment Restricted Period is the time period following termination of employment during which the non-competition and non-solicitation provisions contained in the Agreement.

(m)                                Subsidiary . Any corporation, limited partnership, limited liability company or other entity (other than the Company) in or of which the Company owns, directly or indirectly, an equity interest possessing 50 percent or more of the total combined voting power of all equity interests of such entity.

ARTICLE III - ELIGIBILITY

A.                                     WHO IS ELIGIBLE ?

If you are an Eligible Employee, you shall become eligible for the severance pay described in Article IV of the Plan ( i.e. , you will become a “Participant”) by meeting the requirements set forth below:

(a)                                   your employment is involuntarily terminated for one of the following reasons:

·                                           a reduction in the Company’s workforce;

·                                           elimination or discontinuation of your job or position, provided that you are not offered a comparable position. Comparability shall be determined in the sole and absolute discretion of the Plan Administrator;

·                                           your employment is terminated involuntarily by the Company without Cause; or

·                                           other circumstances as the Plan Administrator, in its sole and absolute discretion, deems appropriate for the payment of severance;

(b)                                  you deliver a signed and dated General Release to the individual whose signature appears on the cover letter accompanying the Plan and the General Release by no later than the date (if any) set forth in the General Release, and the time for you to revoke such General Release (if any) as specified in the General Release has expired; provided, however, that such General Release has been delivered and the time for you to revoke such General Release has expired (and you have not revoked such General Release), no later than sixty (60) days following your termination of employment; and

(c)                                   the Company has not determined that you, either prior or subsequent to your termination of employment, have (a) misappropriated or improperly used or disclosed any confidential or proprietary information of the Company; (b) failed to comply with any contractual obligations to the Company (including, without limitation, the Agreement); (c) solicited for hire away from the Company, any current Company employees absent the Company’s consent; or (d) taken any action which the Company, in its sole discretion, deems to have been inimical or detrimental to the interests of the Company.

For purposes of this Plan, references to termination of employment or similar terms hereunder shall mean a “separation from service” within the meaning of Code Section 409A.

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If you do not satisfy all of the above requirements, you shall not be considered a Participant, and you shall not be entitled to commence or continue to receive any benefits under the Plan. Additionally, you shall not become a Participant, and shall not become entitled to benefits while you continue to be employed by the Company or a Subsidiary as an employee or independent contractor or for any period following your rehire by the Company or a Subsidiary subsequent to your termination of employment.

B.                                     WHO IS NOT ELIGIBLE?

You shall not be eligible for severance pay under this Plan if your employment is terminated for any reason other than set forth in paragraph A, including, but not limited to:

·                                           retirement;

·                                           voluntary termination;

·                                           termination by the Company for reasons other than those described in Article III, Section A;

·                                           elimination or discontinuation of your job or position, if you are offered a comparable position. Comparability shall be determined in the sole and absolute discretion of the Plan Administrator.

In addition, you are not eligible if you experience an elimination or discontinuation of your job or position (1) as a result of a sale of assets or stock to another business entity and are offered a job of regular employment by that business entity or the Company or a Subsidiary or (2) as a result of the termination of a management contract or lease for a facility, and are offered a job of regular employment by another business entity which immediately thereafter purchases, manages or leases the facility

In addition, if you have a separate employment agreement that is in effect on the date you begin employment with the Company which expressly provides for severance pay, you shall not be eligible for benefits under this Plan for as long as you continue to be covered by that employment agreement.  If, after the time you become eligible for this Plan, you execute a separate employment agreement with the Company which agreement expressly provides for severance pay, then you will no longer be eligible for this Plan.

ARTICLE IV - SEVERANCE PAY

A.                                     SCHEDULE OF BENEFITS

If you and the Company most recently signed a 2-Year Agreement when you become a Participant, you will receive the following benefits under the Plan: (i) two (2) years of Base Pay paid in substantially equal installments no less frequently than monthly for two (2) years following your termination of employment; (ii) a monthly amount equal to the cost of coverage (as determined pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) under the Company’s group health plan at the level in which you were enrolled at the time of your termination of employment payable in substantially equal monthly installments no less frequently than monthly for two (2) years following your termination of employment; and (iii) reasonable

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outplacement services to be provided by a provider selected by the Company, in a value to be determined by the Company and not to exceed the dollar limit under Code Section 402(g) for the year of your separation (for 2012, that limit is $17,000), and to be provided over not more than two (2) years beyond your termination of employment.

If you and the Company most recently signed a 1-Year Agreement with a one (1) year Post-Employment Restricted Period, then when you become a Participant, you will receive the following benefits under the Plan: (i) one (1) year of Base Pay paid in substantially equal installments no less frequently than monthly for one (1) year following your termination of employment, (ii) a monthly amount equal to the cost of coverage (as determined pursuant to COBRA) under the Company’s group health plan at the level in which you were enrolled at the time of your termination of employment payable in substantially equal monthly installments no less frequently than monthly for one (1) year following your termination of employment; and (iii) reasonable outplacement services to be provided by a provider selected by the Company, in a value to be determined by the Company and not to exceed the dollar limit under Code Section 402(g) for the year of your separation (for 2012, that limit is $17,000), and to be provided over not more than two (2) years beyond your termination of employment.

If you and the Company most recently signed a 1-Year Agreement with a Post-Employment Restricted Period of greater than one (1) year, then when you become a Participant, you will receive the following benefits under the Plan during the Restricted Period: (i) a monthly Base Pay paid in substantially equal installments no less frequently than monthly for the Post-Employment Restricted Period, (ii) a monthly amount equal to the cost of coverage (as determined pursuant to COBRA) under the Company’s group health plan at the level in which you were enrolled at the time of your termination of employment payable in substantially equal monthly installments no less frequently than monthly for the number of full months of the Post-Employment Restricted Period following your termination of employment; and (iii) reasonable outplacement services to be provided by a provider selected by the Company, in a value to be determined by the Company and not to exceed the dollar limit under Code Section 402(g) for the year of your separation (for 2012, that limit is $17,000), and to be provided over not more than two (2) years beyond your termination of employment.

Notwithstanding any provision of this Plan to the contrary, the Plan Administrator, in its sole and absolute discretion and based on such criteria as the Plan Administrator deems relevant, may, vary the severance benefits under this Plan; provided, however, that in no event will a Participant receive more than two times the Participant’s “annual compensation” (as defined under a 29. C.F.R. 2510.3-2(b) or any successor thereto) for the year immediately preceding the Participant’s termination of employment. In addition, in no event will any employee be entitled to receive severance pay under this Plan in addition to severance pay provided for under a separate employment agreement or from any other source.  To the extent the severance benefits are subject to Code Section 409A, any change in the time and form of payment of the severance benefits (including, without limitation, a change due to a Participant signing a different Agreement) must comply with Code Section 409A.

B.                                     WHEN BENEFITS WILL BE PAID

Severance pay benefits are payable to you in substantially equal installments no less frequently than monthly for the periods set forth in Paragraph A, subject to applicable federal, state and local tax deductions and withholding.  Such payments will commence as soon as practicable

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after the General Release has been executed by you and becomes irrevocable, but in no event later than the sixtieth (60 th ) day following your termination of employment, provided, however, that if the sixty (60) day period following your termination of employment begins in one calendar year and ends in the following calendar year, payments will not commence prior to the first day of such following calendar year.  All installments that would have been paid if installments had begun on your termination of employment will accumulate and be paid with the first installment payment.

If a payment obligation under this Plan arises on account of your termination of employment while you are a “specified employee” (as defined under Code section 409A and the regulations thereunder and determined in good faith by the Board), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after appointment of the personal representative or executor of your estate following your death.  All installments that would have been paid if installments had begun on your termination of employment will accumulate and be paid with the first installment payment.

You shall not be eligible after your date of termination for continued coverage under the Company’s medical/dental plans (except to the extent you elect to continue such coverage as under COBRA or otherwise required pursuant to the terms of the Plan, from time to time).

For purposes of Code Section 409A, the right to a series of installment payments under this Plan shall be treated as a right to a series of separate payments.

ARTICLE V - GENERAL PROVISIONS OF THE PLAN

(a)                                   Re-employment . If you are re-employed by the Company or a Subsidiary after severance has commenced being paid to you, severance payments will cease.

(b)                                  Termination, Amendment and Modification . Notwithstanding anything in this Plan to the contrary, the Company expressly reserves the right, at any time, for any reason, without limitation, and in its sole and absolute discretion, to terminate, amend or modify the Plan and any or all of the benefits provided thereunder, either in whole or in part, whether as to all persons covered thereby or as to one or more groups thereof. The termination, amendment or modification of the Plan shall be effected by a document in writing.

(c)                                   No Additional Rights Created . Neither the establishment of this Plan, nor any modification thereof, nor the payment of any benefits hereunder, shall be construed as giving to any Participant, Eligible Employee (or any beneficiary of either), or other person any legal or equitable right against the Company or any officer, director or employee thereof; and in no event shall the terms and conditions of employment by the Company of any Eligible Employee be modified or in any way affected by this Plan. There is no promise of employment of any kind by the Company contained in this Plan. Regardless of what this Plan provides, the Company remains free to change wages and all other working conditions without notice of agreement. The Company also continues to have the absolute right to terminate your employment with or without Cause.

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(d)                                  Records . The records of the Company with respect to employment history, Base Pay, years of service, absences, and all other relevant matters shall be conclusive for all purposes of this Plan.

(e)                                   Construction . The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the requirements of ERISA (to the extent applicable), or any subsequent laws or amendments thereto. To the extent not in conflict with the preceding sentence or another provision in the Plan, the construction and administration of the Plan shall be in accordance with the laws of the New Jersey applicable to contracts made and to be performed within such state (without reference to its conflicts of law provisions).

(f)                                     Severability . Should any provisions of the Plan be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of the Plan unless such determination shall render impossible or impracticable the functioning of the Plan, and in such case, an appropriate provision or provisions shall be adopted so that the Plan may continue to function properly.

(g)                                  Financing . The Company shall pay for benefits under the Plan out of its general assets. No Participant or any other person shall have any interest whatsoever in any specific asset of the Company. To the extent that any person acquires a right to receive payments under this Plan, such right shall not be secured by any assets of the Company.

(h)                                  Nontransferability . In no event shall the Company make any payment under this Plan to any assignee or creditor of a Participant, except as otherwise required by law. Prior to the time of a payment hereunder, a Participant shall have no rights by way of anticipation or otherwise to assign or otherwise dispose of any interest under this Plan, nor shall rights be assigned or transferred by operation of law.

(i)                                      Incompetency . In the event that the Plan Administrator finds that a Participant is unable to care for his or her affairs because of illness or accident, then benefits payable hereunder, unless claim has been made therefor by a duly appointed guardian, committee, or other legal representative, may be paid in such manner as the Plan Administrator shall determine, and the application thereof shall be a complete discharge of all liability for any payments or benefits to which such Participant (or designated beneficiary) was or would have been otherwise entitled under this Plan.

(j)                                      Welfare Plan .  The Company intends that this Plan constitute a “welfare plan” under ERISA and any ambiguities in this Plan shall be construed to effect that intent.

ARTICLE VI - OTHER IMPORTANT INFORMATION

(a)                                   Claim Procedure .

How to File a Claim . If you feel you have not been provided with all benefits to which you are entitled under the Plan, you may file a written claim with the Plan Administrator with respect to your rights to receive benefits from the Plan. If you wish to make a claim for payment of benefits under the Plan, a claim must be filed by contacting the Vice President of Compensation and Rewards, within the Human Resources Department (or his or her designee) at the Company’s headquarters in Mount Laurel, New Jersey within 90 days of the date you received notification from

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the Company that your benefits were denied. You may be required to provide additional information. After your claim has been processed, you will be notified in writing if any benefits are denied in whole or in part, or if any additional information is required by the office that processes your claim. You will receive this written notification within 90 days after it is filed. Under special circumstances, the Plan Administrator may require an additional period of not more than 90 days to review your claim. If this occurs, you will be notified in writing as to the length of the extension, the reason for the extension, and any other information needed in order to process your claim. If you are not notified within the 90-day (or 180-day, if so extended) period, you may consider your claim to be denied.

How to Appeal a Claim . If your claim is denied, in whole or in part, you will be notified in writing of the specific reason(s) for the denial, the exact plan provision(s) on which the decision was based, what additional material or information is relevant to your case, what procedure you should follow to get your claim reviewed again, the time limits applicable to such procedure, including a statement of your right to bring a civil action under Section 502(a) of ERISA following a denial on appeal. If you do not agree with the reason why your claim was denied in whole or in part, you should you then have sixty (60) days to appeal the decision to the Plan Administrator.  Your appeal will take into account all comments, documents, records, and other information you submit relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

You may also request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim.  You may also submit written comments, documents, records, and other information relating to the denied claim to the Plan Administrator.

No later than sixty (60) days following the receipt of the written application for review, the Plan Administrator shall submit its decision on the review in writing to you or your  representative, if any, unless the Plan Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time, to a day no later than one hundred twenty (120) days after the date of receipt of the written application for review.  If the Plan Administrator determines that the extension of time is required, the Plan Administrator will furnish you with written notice of the extension before the expiration of the initial sixty (60) day period.  The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision on review.

If your appeal is denied, in whole or in part, you will be notified in writing of the specific reason(s) for the denial; the exact plan provision(s) on which the decision was based; a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits; and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA following the denial of the claim upon review. The decision on your appeal will be final and binding on all parties and persons affected thereby. If you are not notified within the 60-day (or l20-day, if so extended) period, you may consider your appeal as denied.

No claim may be filed with a court regarding a denial of a claim for benefits under the Plan until you have exhausted these administrative review procedures.

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(b)                                  Plan Interpretation and Benefit Determination . The Plan is administered and operated by the Plan Administrator, who has the exclusive discretionary authority and power to determine eligibility for benefits and to construe the terms and provisions of the Plan, to determine questions of fact and law arising under the Plan, to direct disbursements pursuant to the Plan and to exercise all other powers specified herein or which may be implied from the provisions hereof. The Plan administrator may adopt such rules for the conduct of the administration of the Plan as it may deem appropriate. All interpretations and determinations of the Plan Administrator shall be final and binding upon all parties and persons affected thereby. The Plan Administrator may appoint one or more individuals and delegate such of its powers and duties as it deems desirable to any such individual(s), in which case every reference herein made to the Plan Administrator shall be deemed to mean or include the appointed individual(s) as to matters within their jurisdiction.

(c)                                   Your Rights Under ERISA . A Participant in the Plan is entitled to certain rights and protections under ERISA.  ERISA provides that all Participants will be entitled to (a) examine, without charge, at the Plan Administrator’s office, and at other specified locations, all Plan documents; and (b) obtain copies of all Plan documents upon written request to the Plan Administrator, who may make a reasonable charge for the copies.  In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of an employee benefit plan.  The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Participants.  No one, including the Company or other person, may fire an employee or otherwise discriminate against an employee in any way to prevent the employee from obtaining a benefit under this Plan or exercising his or her rights under ERISA.  If a claim for a welfare benefit is denied in whole or in part, an employee must receive a written explanation of the reason for the denial.  Within certain time limits specified in the Plan, an employee has the right to have the Plan review and reconsider a claim.  Under ERISA, there are steps an employee can take to enforce the above rights.  For instance, if an employee requests materials from the Plan and does not receive them within 30 days, the employee may file suit in a federal court.  In such a case, the court may require the Plan Administrator to provide the materials and pay the employee up to $110 a day until the employee receives the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.  If an employee has a claim for benefits hereunder which is denied or ignored, in whole or in part, the employee may file suit in a state or federal court.  If it should happen that Plan fiduciaries misuse the Plan’s money, or if an employee is discriminated against for asserting his or her rights, the employee may seek assistance from the U.S. Department of Labor, or the employee may file a suit in a federal court.  The court will decide who should pay court costs and legal fees.  If the employee is successful, the court may order the person sued to pay these costs and fees.  If the employee loses, the court may order the employee to pay these costs and fees, for example, if it finds the employee’s claim is frivolous.

If an employee has any questions about the Plan, the employee should contact the Plan Administrator.  If the employee has any questions about this statement or about his or her rights under ERISA, he or she should contact the nearest office of Employee Benefits Security Administration, U. S. Department of Labor, listed in your telephone directory (formerly known as the Pension and Welfare Medical Benefits Administration) or the Employee Benefits Security Administration, U. S. Department of Labor, 200 Constitution Avenue N.W., Washington, D. C. 20210.  An employee may also obtain certain publications about his or her rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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(d)                                  Plan Document .  This document shall constitute both the plan document and summary plan description and shall be distributed to all Eligible Employees in this form.

(e)                                   Other Important Facts .

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IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer.

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