REALOGY HOLDINGS CORP.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is hereby entered into as of October 17, 2017, by and between Realogy Holdings Corp. (the “ Company ”) and Ryan M. Schneider (“ Executive ”) (hereinafter collectively referred to as the “ Parties ”).

In consideration of the respective agreements of the Parties contained herein, it is agreed as follows:

1. Term . The term of employment shall commence on October 23, 2017 (the “ Effective Date ”) and end on the date of termination of employment pursuant to Section 5 (the “ Term ”), and Executive shall be an “employee at will.”

2.      Employment . During the Term:

(a)      Executive shall be assigned with the duties and responsibilities of President and Chief Operating Officer, it being understood that it is anticipated that on or before December 31, 2017, Executive shall be appointed as Chief Executive Officer and thereafter assigned with the duties and responsibilities of such office as may reasonably be assigned to Executive from time to time by the Board of Directors of the Company (the “ Board ”). Executive shall perform such duties, undertake the responsibilities, and exercise the authorities customarily performed, undertaken and exercised by persons situated in a similar executive capacity at a similar company. In performing Executive’s duties hereunder, while serving as President and Chief Operating Officer, Executive shall report jointly to the Chief Executive Officer and the Board, and at such time as he is appointed as Chief Executive Officer, Executive shall report solely and directly to the Board. Within thirty (30) days after the Effective Date, the Company shall cause Executive to be appointed to the Board. When Executive is elected as a director of the Company or as a director or officer of any of the Company’s Affiliates, Executive will fulfill Executive’s duties as such director or officer without additional compensation. During the Term, the Company shall cause Executive to be nominated to the Board and support his reelection. The Company agrees to explicitly state in its public announcement of the hiring of the Executive that the Executive is the CEO designate and that the Company anticipates that the Executive will be named as the Chief Executive Officer by December 31, 2017.

(b)      Executive shall devote Executive’s full-time business attention to the business and affairs of the Company and its Affiliates and shall use Executive’s best efforts to faithfully and diligently serve the business and affairs of the Company and its Affiliates. Notwithstanding the foregoing, Executive may, subject to the Company’s policy as in effect from time to time, (i) serve on civic, charitable or non-profit boards or committees, (ii) serve on for-profit boards or committees, subject to the approval of the Compensation Committee or with respect to service on public boards, the Board, which approval shall not be unreasonably withheld or delayed, and (iii) manage personal and family investments and affairs, participate in industry organizations and deliver lectures at educational institutions, in each case so long as such service and activity does not materially interfere, individually or in the aggregate, with the

performance of his responsibilities hereunder and subject to the code of conduct and other applicable policies of the Company and its Affiliates as in effect from time to time.

(c)      Executive shall be subject to and shall abide by each of the personnel and compliance policies of the Company and its Affiliates applicable and communicated in writing to senior executives, including, without limitation, the Company’s Clawback Policy as in effect from time to time.

3.      Annual Compensation .

(a)      Base Salary . The Company agrees to pay or cause to be paid to Executive during the Term a base salary at the rate of $1,000,000 per annum or such increased amount as the Compensation Committee of the Board (the “ Committee ”) may from time to time determine (the “ Base Salary ”); provided , however , Executive’s Base Salary may be reduced up to 10% in connection with a broader compensation reduction that applies similarly to all senior executives of the Company, following consultation with Executive. Such Base Salary shall be payable in accordance with the Company’s customary practices applicable to its executives, but no less frequently than monthly.

(b)      Incentive Compensation . For 2018 and each successive fiscal year of the Company ending during the Term, Executive shall be eligible to receive annual cash incentive compensation (the “ Incentive Compensation ”). Executive shall be eligible to receive a target annual cash bonus of 150% of “eligible earnings” (as defined below), as may hereafter be increased (the “ Target Bonus ”), with the opportunity to receive a maximum annual cash bonus subject to and in accordance with the terms of the applicable annual cash bonus plan as in effect from time to time. For purposes of this Agreement, “eligible earnings” in respect of such bonus year shall be calculated in accordance with the applicable annual cash bonus plan as in effect from time to time. Such annual cash bonus shall be paid in no event later than March 15 ^th of the taxable year following the end of the taxable year to which the performance targets relate, provided that Executive is employed by the Company or one of its Affiliates through the date specified in the annual cash bonus plan (or, if earlier, the expiration of the Term) and any performance targets established by the Committee for the applicable fiscal year have been achieved .

(c)      Inducement Equity Grant . Within ten (10) days following the Effective Date, Executive shall be granted an inducement equity award with an aggregate grant date fair value of $5 million consisting of: (i) $2.5 million in restricted stock units and (ii) $2.5 million in non-qualified stock options, with the restricted stock units vesting in equal annual installments over a three-year period and with the options becoming exercisable in equal annual installments over a four-year period, in each case, based on continued service through the vesting date.

(d)      Long-Term Incentive Compensation . In respect of the 2018 fiscal year, Executive shall be entitled to a long-term incentive award with an aggregate grant date fair value of $7.5 million (subject to there being sufficient shares reserved under the Amended and Restated 2012 Long-Term Incentive Plan or other incentive plan approved by stockholders), but the composition and terms of the grants shall be determined by the Committee which shall be allocated across various equity vehicles and shall be generally consistent with the grants made to

the senior executives of the Company. In the event (1) there are insufficient shares reserved under the Amended and Restated 2012 Long-Term Incentive Plan to make the 2018 long-term incentive awards to Executive, (2) the stockholders of the Company do not approve additional shares sufficient to grant the 2018 long-term incentive award to Executive, and (3) the Compensation Committee determines to provide an alternative incentive program that is made available to the senior executive team, Executive will be treated under that program in a manner commensurate with his position with the Company.

4.      Other Benefits .

(a)      Employee Benefits . During the Term, Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company or its Affiliates and made available to employees of the Company generally, including, without limitation, all retirement, savings, medical, hospitalization, disability, dental, life or travel accident insurance benefit, and vacation/paid time-off plans and policies, to the extent Executive is eligible under the terms of such plans. Executive’s participation in such plans, practices and programs shall commensurate with Executive’s position at the Company. Executive shall also be entitled to participate in a death and dismemberment benefit plan that shall provide death and dismemberment insurance in the amount of two and a half times Executive’s Base Salary at the time of death or dismemberment up to $2 million, subject to Executive’s eligibility of insurability. For the avoidance of doubt, Executive shall not be entitled to any excise tax gross-up under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”) (or any successor provision) or any other tax gross-up.

(b)      Relocation Expenses . Executive shall be entitled to Plan A Company moving expense package to relocate from his home in Washington, D.C. to New Jersey.

(c)      Business Expenses . Upon submission of proper invoices in accordance with the Company’s normal procedures, Executive shall be entitled to receive prompt reimbursement of all reasonable out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder that have been incurred in accordance with the Company’s business expense and travel and entertainment policies in effect from time to time. Such reimbursement shall be made as soon as practicable and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred.

5.      Termination . The Term and Executive’s employment hereunder may be terminated under the circumstances set forth below; provided , however , that notwithstanding anything contained herein to the contrary, Executive shall not have any duties or responsibilities to the Company after Executive’s termination of employment that would preclude Executive from having a “separation from service” from the Company within the meaning of Section 409A of the Code, upon such termination of employment.

(a)      Disability . The Company may terminate Executive’s employment, on written notice to Executive after having reasonably established Executive’s Disability (as defined below). For purposes of this Agreement, “ Disability ” means (i) Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental

impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company. Whether Executive has incurred a “Disability” shall be determined by a physician selected by the Company or its insurers. Executive shall be entitled to the compensation and benefits provided for under this Agreement for any period prior to Executive’s termination by reason of Disability during which Executive is unable to work due to a physical or mental infirmity in accordance with the Company’s policies for similarly-situated executives (without duplication of compensation and benefits payable under any applicable disability policies).

(b)      Death . Executive’s employment shall be terminated as of the date of Executive’s death.

(c)      Cause . The Company may terminate Executive’s employment for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause (as defined below), effective as of the date of such notice. For purposes of this Agreement, “ Cause ” shall mean (i) Executive’s willful failure to substantially perform his duties as an employee of the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary, (iii) Executive’s conviction of, or plea of guilty or nolo contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv) Executive’s indictment for a charge of commission of a felony or any crime involving moral turpitude, provided that the Board determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v) Executive’s gross negligence in the performance of his duties, (vi) Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements, (vii) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement, (viii) a breach of fiduciary duty and/or (ix) a material breach by Executive of any of the terms and conditions of this Agreement or a material breach of any of Executive’s representations in this Agreement A termination will not be for “Cause” pursuant to clause (i), (ii), (v) or (ix), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice. Executive may only be terminated for Cause by a resolution of the Board.

(d)      Without Cause . The Company may terminate Executive’s employment other than for Cause, Disability or death. The Company shall deliver to Executive a Notice of Termination and the Company may, in its sole discretion, select any date within 60 days of such notice as the effective date for Executive’s termination of employment other than for Cause, Disability or death.

(e)      Termination by Executive Without Good Reason . Executive may voluntarily terminate Executive’s employment without Good Reason by delivering to the

Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment, and the Company may, in its sole discretion, select any date within such notice period as the effective date for Executive’s termination of employment without Good Reason.

(f)      Termination by Executive for Good Reason . Executive may terminate employment with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment for Good Reason. The Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, “ Good Reason ” means voluntary resignation after any of the following actions taken by the Company or any of its subsidiaries without Executive’s consent: (i) a material reduction of Executive’s duties and responsibilities to the Company or Executive’s title or position or reporting (other than any such material reduction resulting from incapacity due to physical or mental illness); (ii) the Company’s failure to appoint Executive to the position of Chief Executive Officer on or before December 31, 2017; (iii) a reduction in Base Salary or Target Bonus opportunity (not including any diminution in Base Salary permitted by Section 3(a) of this Agreement); (iv) a material breach by the Company of a material provision of this Agreement; or (v) the Executive’s removal from, or failure to be nominated or re-elected to, the Board. Executive shall provide notice of the existence of the Good Reason condition within ninety (90) days of the date Executive learns of the condition, and the Company shall have a period of thirty (30) days during which it may remedy the condition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder. In the event the Company is unable to remedy the Good Reason condition in all material respects within the thirty (30) day period, Executive may terminate employment with the Company for Good Reason within thirty (30) days following the expiration of such thirty (30) day period.

(g)      Termination by Executive for Retirement . Executive may voluntarily terminate Executive’s employment due to Retirement (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment, and the Company may, in its sole discretion, select any date within such notice period as the effective date for Executive’s termination of employment due to Retirement. For purposes of this Agreement, “ Retirement ” means a “separation from service” (as defined in Section 409A of the Code) with the Company and all Affiliates (other than for Cause) after attaining eligibility for Retirement. Executive attains eligibility for Retirement upon the earlier of (i) age 65 or (ii) age 55 with at least ten (10) whole years of service with the Company and all Affiliates.

6.      Notice of Termination . Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination (as defined below) to the other Party hereto. For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice that indicates a termination date, the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination of Executive’s employment hereunder shall be

effective without such Notice of Termination (unless waived by the Party entitled to receive such notice, in the manner described in Section 12(j) below).

7.      Compensation Upon Termination . Executive shall be eligible to receive the compensation under this Section 7 only for any termination of employment occurring (A) prior to the third anniversary of the Effective Date or (B) following a Change in Control (as defined herein), prior to the later of (i) the third anniversary of the Effective Date and (ii) the second anniversary of the Change in Control, in either case, subject to earlier termination as set forth in Section 5. For the avoidance of doubt, the use of “Term” in this Section 7 shall cover only the period described in the preceding sentence.

(a)      Termination by the Company for Cause or by Executive Other Than for Good Reason . If Executive’s employment is terminated (A) by the Company for Cause or (B) by Executive for any reason, other than for Good Reason, in either case, during the Term, the Company shall provide Executive with the following payments and benefits:

(i)      any accrued and unpaid Base Salary;

(ii)      except in the event a termination of employment by the company for Cause, any annual bonus earned but unpaid in respect of any completed fiscal year preceding the termination date;

(iii)      reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable expenses incurred by Executive on behalf of the Company for the period ending on the termination date in accordance with the Company’s expense reimbursement and travel and entertainment policies in effect from time to time;

(iv)      any accrued and unpaid vacation pay in accordance with the terms of the Company’s vacation policy as in effect from time to time;

(v)      any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and

(vi)      any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its Affiliates that are then-applicable, in accordance with the terms thereof.

(the foregoing items in Sections 7(a)(i) through 7(a)(vi) being collectively referred to as the “ Accrued Compensation ”).

(b)      Termination by the Company for Disability . If Executive’s employment is terminated by the Company for Disability during the Term, the Company shall pay or provide to Executive:

(i)      the Accrued Compensation; and

(ii)      an amount equal to the Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment through the date the payment is made, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through termination date and (B) the denominator of which is 365 (the “ Pro-Rata Bonus ”) and shall be payable in a lump sum payment at the time such bonus or incentive awards are payable to other participants.

(c)      Termination By Reason of Death . If Executive’s employment is terminated by reason of Executive’s death during the Term, the Company shall pay or provide to Executive’s beneficiaries:

(i)      the Accrued Compensation;

(ii)      the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants; and

(iii)      a death insurance benefit in the amount of two and a half times Executive’s Base Salary at the time of death (which shall be inclusive of any Company provided life insurance policy applicable to Executive) up to $2 million, subject to Executive’s eligibility of insurability.

(d)      Termination by the Company Without Cause or by Executive for Good Reason Not In Connection With a Change in Control . If Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in either case, not in connection with a Change in Control (as defined in Section 7(e)) during the Term, Executive shall be entitled to the benefits provided in this Section 7(d):

(i)      the Accrued Compensation;

(ii)      the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants;

(iii)      subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to two times the sum of Executive’s Base Salary and Target Bonus (as defined below) as in effect immediately prior to Executive’s termination of employment (or if greater, the Base Salary as in effect immediately preceding the occurrence of the Good Reason condition) and such payment shall be made in twenty-four equal monthly installments, with the first installment payable in the first regular payroll occurring following the sixtieth (60 ^th ) day following such termination of employment;

(iv)      subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall provide Executive and Executive’s dependents, if applicable,

with continued coverage under the terms of the medical or dental program or policy as in effect from time to time at the Company for eighteen (18) months following such termination (which such 18 month period shall run concurrently with the COBRA period and which coverage shall become secondary to any Medicare coverage for which Executive becomes eligible) and Executive shall pay for such benefits at the same cost that active employees of the Company are required to pay for such benefits from time to time; provided , however , the Parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code; provided , further , continued coverage shall cease at such time as Executive becomes eligible for coverage with a subsequent employer; and

(v)      subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the Company and are actually provided by an outplacement services firm, paid by the Company; provided , however , the cost of the outplacement services may not exceed $50,000.

(e)      Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control . If during the two (2) year period following a Change in Control Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in either case, during the Term, Executive shall be entitled to the benefits provided in this Section 7(e):

(i)      the Accrued Compensation;

(ii)      the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants;

(iii)      subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to two times the sum of Executive’s Base Salary and Target Bonus as in effect immediately prior to Executive’s termination of employment (or if greater, the Base Salary as in effect immediately preceding the occurrence of the Good Reason condition) payable in a lump sum in the first regular payroll occurring following the sixtieth (60th) day following such termination of employment; provided , however , if the Change in Control is not a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, then the payments shall be made in twenty-four equal monthly installments;

(iv)      subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall provide Executive and Executive’s dependents, if applicable, with continued coverage under the terms of the medical or dental program or policy as in effect from time to time at the Company for eighteen (18) months following such termination (which such 18 month period shall run concurrently with the COBRA period

and which coverage shall become secondary to any Medicare coverage for which Executive becomes eligible) and Executive shall pay for such benefits at the same cost that active employees of the Company are required to pay for such benefits from time to time; provided , however , the Parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code; provided , further , continued coverage shall cease at such time as Executive becomes eligible for coverage with a subsequent employer; and

(v)      subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the Company and are actually provided by an outplacement services firm, paid by the Company; provided , however , the cost of the outplacement services may not exceed $50,000.

For purposes of this Agreement, a “ Change in Control ” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I)    the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; or

(II)    the individuals who, as of the date hereof, are members of the Board (the “ Incumbent Board ”), cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; or

(III)    there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, if (1) the shareholders of the Company, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation or (2) immediately following the merger or consolidation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such merger or consolidation (or, if the entity resulting from such merger or consolidation is then a subsidiary, the ultimate parent thereof); or

(IV)    a complete liquidation or dissolution of the Company or the closing of an agreement for the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities is acquired by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (y) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition.

(f)      Termination by Executive for Retirement . If Executive’s employment is terminated due to Executive’s Retirement during the Term, the Company shall provide Executive with the following payments and benefits:

(i)      the Accrued Compensation; and

(ii)      the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants.

For the avoidance of doubt, Executive’s Retirement during the Term shall not be deemed a termination of employment other than for Cause, Disability or death or a termination of employment for Good Reason.

(g)      No Mitigation . Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or otherwise and, except as provided in Sections 7(d)(iv) or (v) or 7(e)(iv) or (v) above, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

(h)      Survival . The Company’s obligations under this Section 7 shall survive the termination of the Term for any termination of employment occurring prior to the expiration of the Term as used in this Section 7.

8.      Certain Tax Treatment .

(a)      Reduction of Payments in Certain Circumstances . Notwithstanding anything to the contrary contained herein (or any other agreement entered into by and between the Company and Executive, or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid to Executive by the Company or any Affiliate of the Company (collectively, the “ Covered Payments ”), would constitute an “excess parachute payment” as defined in Section 280G of the Code, and would thereby subject Executive to an excise tax under Section 4999 of the Code (an “ Excise Tax ”), the provisions of this Section 8 shall apply. If the aggregate present value (as determined for purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, then, solely to the extent that Executive would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax, as determined by a nationally recognized accounting firm designated by the Company (the “Accounting Firm”) with the consent of the Executive (which consent shall not be unreasonably withheld or delayed), the amounts payable to Executive under this Agreement (or any other agreement by and between the Executive and

Company or any of its Affiliates or pursuant to any incentive arrangement or plan offered by the Company or any of its Affiliates) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the “ Payment Cap ”). In the event Executive receives reduced payments and benefits as a result of application of this Section 8, Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the Payment Cap, subject to the following sentence. Reduction shall be made in the following order: (i) at the discretion of Executive, payments that are valued in full under Treasury Regulation Section 1.280G-1, Q&A 24 and are not subject to Section 409A of the Code, (ii) payments that are valued in full under Treasury Regulation Section 1.280G-1, Q&A 24 and are subject to Section 409A of the Code, with the amounts that are payable last reduced first, (iii) at the discretion of Executive, payments that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 and are not subject to Section 409A of the Code and (iv) payments that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 and are subject to Section 409A of the Code, with the amounts that are payable last reduced first. If the Accounting Firm determines that aggregate Covered Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 8(a) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(an) of such final regulations. If it is ultimately determined (by IRS private letter ruling or closing agreement, court decision or otherwise) that Executive’s Covered Payments were reduced by too much or by too little in order to accomplish the purpose of this Section 8(a), Executive and the Company shall promptly cooperate to correct such underpayment or overpayment in a manner consistent with the purpose of this Section 8(a).

(b)      Section 409A . The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (i) no amounts

shall be paid to Executive under Section 7 of this Agreement until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or immediately following Executive’s death, if earlier), (iii) each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of Section 409A of the Code, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one (1) year may not effect amounts reimbursable or provided in any subsequent year.

9.      Restrictive Covenants .

(a)      Acknowledgments . Executive acknowledges and agrees that: (i) the business in which the Company and its Affiliates are engaged is intensely competitive and that Executive’s employment by the Company has required, and will continue to require, that Executive have access to, and knowledge of, Confidential Information (as defined herein); (ii) the disclosure of any Confidential Information could place the Company at a serious competitive disadvantage and could do serious damage, financial and otherwise, to the business of the Company and its Affiliates; (iii) Executive has been given access to, and developed relationships with, customers of the Company and its Affiliates at the time and expense of the Company; (iv) by Executive’s training, experience and expertise, Executive’s services to the Company are, and will continue to be, extraordinary, special and unique; and (v) Executive has received good and valuable consideration for the restrictive covenants set forth herein, including without limitation, the right to acquire and own securities of the Company, the employment by the Company and the related compensation and benefits and other good and valuable consideration, the sufficiency of which is hereby acknowledged.

(b)      Non-Solicitation; Non-Interference; No-Hire . From the Effective Date through the third anniversary of the Executive’s termination date, Executive shall not, directly or indirectly, on Executive’s own behalf or by, through, or on behalf of, another Person: (i) solicit, induce, encourage or persuade, or attempt to solicit, induce, encourage or persuade, any then-current employee, consultant or independent contractor of the Company or any Affiliate of the Company to leave the employ of, or engagement with, the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any then-current employee, consultant or independent contractor thereof, on the other hand, (ii) hire or engage any person or entity who or which was an employee, consultant or independent contractor of the Company or any Affiliate of the Company at any time within the last one (1) year of Executive’s employment with the Company; (iii) solicit, induce, encourage or persuade, or attempt to solicit, induce, encourage or persuade any then-current customer, supplier, licensee or other business relation of the Company or any Affiliate of the Company to

cease doing business with, or to reduce its current or contemplated level of business with, the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; or (iv) solicit, induce, encourage or persuade, or attempt to solicit, induce, encourage or persuade any potential customer, supplier, licensee or other potential business relation of the Company or any Affiliate of the Company, whom the Company had solicited, was attempting to solicit, or had identified for solicitation during the last twelve (12) months of Executive’s employment with the Company and whom or which Executive knew to be such a potential customer, supplier, licensee or other potential business relation, in each case, to cease doing business with, or to reduce its contemplated level of business with, the Company or such Affiliate, or in any way interfere with the relationship between any such potential customer, supplier, licensee or other potential business relation, on the one hand, and the Company or any such Affiliate, on the other hand.

(c)      Non-Competition . From the Effective Date through the third anniversary of the Executive’s termination date, Executive shall not, directly or indirectly, on Executive’s own behalf or by, through, or on behalf of, another Person, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in real estate brokerage, the franchising of real estate brokerages, employee relocation business, title or settlement services, technology-related businesses supporting any of the foregoing or any other business of the same type as any business in which the Company or any of its Affiliates is engaged on the date of termination of Executive’s employment or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which the Executive has been involved to any extent (other than de minimis) at any time during the two (2) year period ending with the date of termination of such Executive’s employment, anywhere in the world in which the Company or its Affiliates conduct business. Nothing in this Section 9(c) shall prohibit Executive from being a passive owner of not more than 4.99% of the outstanding equity interests of any entity so long as Executive has no active participation in the business of such corporation.

(d)      Non-Disclosure; Non-Use of Confidential Information . Executive shall not disclose or use at any time, either during his employment with the Company and its Affiliates or thereafter, any Confidential Information (as herein defined) of which Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company. Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination of his employment with the Company and its Affiliates, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates that Executive may then possess or have under his control. Notwithstanding anything set forth in this Agreement to the contrary, Executive shall not be prohibited from disclosing Confidential Information if reasonably necessary in connection with litigation between Executive and the Company or any

of its Affiliates, provided that Executive uses his best efforts to protect the confidential nature of such Confidential Information including, but not limited to, filing any Confidential Information under seal or pursuant to a protective order.

(e)      Proprietary Rights . Executive recognizes that the Company and its Affiliates possess a proprietary interest in all Confidential Information and Work Product and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company and Executive in writing. Executive expressly agrees that any Work Product made or developed by Executive or Executive’s agents or Affiliates during the course of Executive’s employment, including any Work Product which is based on or arises out of Work Product, shall be the property of and inure to the exclusive benefit of the Company and its Affiliates. Executive further agrees that all Work Product developed by Executive (whether or not able to be protected by copyright, patent or trademark) during the course of Executive’s employment, or involving the use of the time, materials or other resources of the Company or any of its Affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

(f)      Nondisparagement . Executive covenants that during and following the Term, Executive will not disparage or encourage or induce others to disparage the Company or its Affiliates, together with all of their respective past and present directors and officers, as well as their respective past and present managers, officers, shareholders, partners, employees, agents, attorneys, servants and customers and each of their predecessors, successors and assigns (collectively, the “ Company Entities and Persons ”); provided that such limitation shall extend to past and present managers, officers, shareholders, partners, employees, agents, attorneys, servants and customers only in their capacities as such or in respect of their relationship with the Company and its Affiliates. The term “ disparage ” includes, without limitation, comments or statements adversely affecting in any manner (i) the conduct of the business of the Company Entities and Persons, or (ii) the business reputation of the Company Entities and Persons. Nothing in this Agreement is intended to or shall prevent either Party from providing testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law or from making any statement in any document filed with the U.S. Securities and Exchange Commission. Either party shall also be permitted to refute any incorrect statements made about him or it by the other party.

(g)      Cooperation in Any Investigations and Litigation . Executive agrees that Executive will reasonably cooperate at reasonable times and places with the Company and its Affiliates, and its counsel, in connection with any investigation, inquiry, administrative proceeding or litigation relating to any matter in which Executive becomes involved or of which Executive has knowledge as a result of Executive’s service with the Company by providing truthful information. The Company agrees to promptly reimburse Executive for reasonable expenses approved in writing in advance of being incurred (including travel expenses, attorneys’ fees and other expenses of counsel) by Executive, in connection with Executive’s cooperation pursuant to this Section 9(g). Such reimbursements shall be made within sixty (60) days following Executive’s submission of a written invoice to the Company describing such expenses

in reasonable detail, and in no event later than the calendar year following the year in which the expenses are incurred. Executive agrees that, in the event Executive is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to Executive’s employment by the Company, Executive will, to the extent not legally prohibited from doing so, give prompt notice of such request to the Company’s General Counsel so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require Executive to violate Executive’s obligation to comply with valid legal process. Executive shall also not, directly or indirectly, direct, encourage, assist, or advise any non-governmental third party to institute, commence or prosecute any claims, rights or causes of action in law or in equity in any forum or proceeding whatsoever against the Company or its Affiliates.

(h)      Permitted Disclosures . Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

(i)      Blue Pencil . It is the intent and desire of Executive and the Company that the provisions of this Section 9 be enforced to the fullest extent permissible under the laws and public policies as applied in each jurisdiction in which enforcement is sought. If any particular provision of this Section 9 shall be determined to be invalid or unenforceable, such covenant shall be amended, without any action on the part of either Party hereto, to delete therefrom the portion so determined to be invalid or unenforceable, such deletion to apply only with respect to the operation of such covenant in the particular jurisdiction in which such adjudication is made.

(j)      Survival . Executive’s obligations under this Section 9 shall survive the termination of the Term.

(k)      Certain Definitions .

(i)      For purposes of this Agreement, “ Affiliates ” means:

(1)      in the case of the Company, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; and

(2)      in the case of an individual: (i) any member of the immediate family of Executive, including parents, siblings, spouse and children (including those by adoption); the parents, siblings, spouse, or children (including those by adoption) of such immediate family member, and in any such case any trust whose primary beneficiary is such individual or one or more members of such immediate family and/or Executive’s lineal descendants; (ii) the legal representative or guardian of the individual or of any such immediate family member in the event the individual or any such immediate family member becomes mentally incompetent; and (iii) any Person controlling, controlled by or under common control with Executive.

As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

(ii)      For purposes of this Agreement, “ Confidential Information ” means information that is not generally known to the public (except for information known to the public because of Executive’s violation of Section 9(c) of this Agreement) and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. For purposes of this definition, the “Company” shall mean the Company collectively with its Affiliates.

(iii)      For purposes of this Agreement, “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(iv)      For purposes of this Agreement, “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) that relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Company or any of its Affiliates (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.

10.      Remedies for Breach of Obligations under Sections 9 or 10 hereof . Executive acknowledges that the Company and its Affiliates will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if Executive breaches Executive’s obligations under Section 9 hereof. Accordingly, Executive agrees that the Company and its Affiliates will be entitled, in addition to any other available remedies, to obtain injunctive relief in aid of arbitration against any breach or prospective breach by Executive of Executive’s obligations under Section 9 hereof in any Federal or state court sitting in the state of Delaware, or, at the Company’s election, in any other state in which Executive maintains Executive’s principal residence or Executive’s principal place of business. Executive hereby submits to the non-exclusive jurisdiction of all those courts for the purposes of any actions or proceedings instituted by the Company or its Affiliates to obtain that injunctive relief in aid of arbitration, and Executive agrees that process in any or all of those actions or proceedings may be served by registered mail, addressed to the last address provided by Executive to the Company, or in any other manner authorized by law.

11.      Representations and Warranties .

(a)      The Company represents and warrants that (i) it is fully authorized to enter into this Agreement and to perform its obligations under it, (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document (x) to which it is a Party or (y) by which it is bound, and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

(b)      Executive represents and warrants to the Company that the execution and delivery by Executive of this Agreement do not, and the performance by Executive of Executive’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or

governmental agency applicable to Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Executive is a Party or by which Executive is or may be bound.

12.      Miscellaneous .

(a)      Successors and Assigns .

(i)      This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and permitted assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. The Company may not assign or delegate any rights or obligations hereunder except to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or to an affiliate of the Company. The term “the Company” as used herein shall include a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

(ii)      Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Executive, Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal personal representatives.

(b)      Clawback Policy . Executive acknowledges and agrees that (i) he or she is subject to the terms and conditions of the Company’s Clawback Policy as in effect from time to time, (ii) such Clawback Policy, in each case, shall apply to, among other things, all currently outstanding vested and unvested awards and all awards that have been previously exercised or paid, including any proceeds, gains or other economic benefit in respect of the award and (iii) to the extent permitted by applicable law and notwithstanding the terms and conditions of the Clawback Policy as in effect from time to time, such Clawback Policy shall apply in the event Executive breaches his covenants as set forth in Section 9 of this Agreement.

(c)      Indemnification . Executive shall be indemnified by the Company as, and to the extent, provided in the certificate of incorporation and bylaws of the Company and as provided in Executive’s Director and Officer Indemnification Agreement dated October 17, 2017 and shall be provided with director and officer liability insurance on a basis no less favorable than provided to any other officer or director of the Company. The obligations under this paragraph shall survive termination of the Term.

(d)      Enforcement .

(i)      Arbitration . Except for the Company or its Affiliate’s right to obtain injunctive relief in aid of arbitration for violation of Section 9 of this Agreement, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of

the controversy, claim or dispute to binding arbitration in New York City, in the Borough of Manhattan (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Each party shall bear its or his costs and expenses in any such arbitration, including, but not limited to, attorneys’ fees; provided , however , if Executive prevails on substantially all material claims, the Company shall reimburse Executive for all of his reasonable attorneys’ fees and costs. It is part of the essence of this Agreement that any claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.

(ii)      Remedies . All remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.

(iii)      Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(e)      Right to Counsel . Executive acknowledges that Executive has had the opportunity to consult with legal counsel of Executive’s choice in connection with the drafting, negotiation and execution of this Agreement and related employment arrangements.

(f)      Notice . For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in

writing and shall be deemed to have been duly given when personally delivered or sent by Certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each Party to the other, provided that all notices to the Company shall be directed to the attention of the Company’s Chief Executive Officer with a copy to the Company’s General Counsel. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

(g)      Withholding . The Company shall be entitled to withhold the amount, if any, of all taxes of any applicable jurisdiction required to be withheld by an employer with respect to any amount paid to Executive hereunder. The Company, in its sole and absolute discretion, shall make all determinations as to whether it is obligated to withhold any taxes hereunder and the amount thereof.

(h)      Release of Claims . The termination benefits described in Section 7(d)(ii), (iii) and (v) and Section 7(e)(ii), (iii) and (v) of this Agreement shall be conditioned on Executive delivering to the Company, a signed release of claims in the form of Exhibit A hereto within forty-five (45) days or twenty-one (21) days, as may be applicable under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, following Executive’s termination date, and not revoking Executive’s consent to such release of claims within seven (7) days of such execution; provided , however , that Executive shall not be required to release any rights under equity-based agreements, any rights Executive may have to be indemnified by the Company under Section 12(c) of this Agreement or under any other indemnification agreement entered into between Executive and the Company or to be covered under directors and officers liability insurance, provided , further , that in no event shall the timing of Executive’s execution (and non-revocation) of the general release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution (and non-revocation) of the general release could be made in more than one taxable year, payment shall be made in the later taxable year.

(i)      Resignation as Officer or Director . Upon a termination of employment for any reason, Executive shall resign each position (if any) that Executive then holds as an officer or director of the Company and any of its Affiliates, as well as any positions Executive holds as a trustee or fiduciary of any employee benefit plan maintained by the Company. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations

(j)      Modification . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either Party hereto at any time of any breach by the other Party hereto of, or noncompliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party which are not expressly set forth in this Agreement.

(k)      Effect of Other Law . Anything herein to the contrary notwithstanding, the terms of this Agreement shall be modified to the extent required to meet the provisions of the Sarbanes-Oxley Act of 2002, Section 409A of the Code, or other federal law applicable to the employment arrangements between Executive and the Company. Any delay in providing benefits or payments, any failure to provide a benefit or payment, or any repayment of compensation that is required under the preceding sentence shall not in and of itself constitute a breach of this Agreement, provided, however, that the Company shall provide economically equivalent payments or benefits to Executive to the extent permitted by law.

(l)      Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Delaware applicable to contracts executed in and to be performed entirely within such state, without giving effect to the conflict of law principles thereof.

(m)      No Conflicts . Executive represents and warrants to the Company that Executive is not a party to or otherwise bound by any agreement or arrangement (including, without limitation, any license, covenant, or commitment of any nature), or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with or will be in conflict with or in any way preclude, limit or inhibit Executive’s ability to execute this Agreement or to carry out Executive’s duties and responsibilities hereunder.

(n)      Inconsistencies . In the event of any inconsistency between any provision of this Agreement and any provision of any employee handbook, personnel manual, program, policy, or arrangement of the Company or its Affiliates (including, without limitation, any provisions relating to notice requirements and post-employment restrictions), the provisions of this Agreement shall control, unless Executive otherwise agrees in a writing that expressly refers to the provision of this Agreement whose control he is waiving.

(o)      Beneficiaries/References . In the event of Executive’s death or a judicial determination of his incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

(p)      Survivorship . Except as otherwise set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall survive the Term and any termination of Executive’s employment. Without limiting the generality of the forgoing, the provisions of Section 7, 9 and 10 shall survive the Term.

(q)      Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

(r)      Entire Agreement . This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the Parties hereto with respect to the subject matter hereof.

(s)      Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

13.      Certain Rules of Construction .

(a)      The headings and subheadings set forth in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the terms set forth herein.

(b)      Wherever applicable, the neuter, feminine or masculine pronoun as used herein shall also include the masculine or feminine, as the case may be.

(c)      The term “including” is not limiting and means “including without limitation.”

(d)      References in this Agreement to any statute or statutory provisions include a reference to such statute or statutory provisions as from time to time amended, modified, reenacted, extended, consolidated or replaced (whether before or after the date of this Agreement) and to any subordinate legislation made from time to time under such statute or statutory provision.

(e)      References to “writing” or “written” include any non-transient means of representing or copying words legibly, including by facsimile or electronic mail.

(f)      References to “$” are to United States Dollars.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Executive has executed this Agreement as of the day and year first above written.

REALOGY HOLDINGS CORP.

By:     /s/ Sunita Holzer

Name: Sunita Holzer

EXECUTIVE

By:     /s/ Ryan M. Schneider

Name:    Ryan M. Schneider

EXHIBIT A

FORM OF RELEASE AGREEMENT

THIS RELEASE AGREEMENT (the “ Release ”) is made by and between Ryan M. Schneider (“ Executive ”) and Realogy Holdings Corp. (the “ Company ”).

1.      For and in consideration of the payments and benefits provided in Sections [7(d)(ii), (iii), (iv) and (v)] 7(e)(ii), (iii), (iv) and (v)] of the Employment Agreement between Executive and the Company dated as of October 17, 2017 (the “ Employment Agreement ”), Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby releases and discharges the Company, together with all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns; provided that such release shall extend to past and present officers, directors, shareholders, partners, employees, agents, representatives and attorneys only in their capacities as such or in respect of their relationship with the Company and its affiliates (hereinafter collectively referred to as the “ Releasees ”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “ Claims ”), which Executive or Executive’s executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date upon which Executive signs the Release, including but not limited to (A) any such Claims arising out of, or relating in any way to, Executive’s employment with the Company or any of the other Releasees, or the termination of Executive’s employment relationship with the Company or any of the other Releasees, and (B) any such Claims arising under any federal, local or state law, executive order, statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938 (but limited to the provisions prohibiting retaliation), the Equal Pay Act of 1963, and the Sarbanes-Oxley Act of 2002, any “whistleblower” or retaliation claims (to the extent permitted by applicable law),and/or the applicable federal, state or local law, executive order, statute or regulation against discrimination, each as amended; (ii) arising under or relating to the Employment Agreement or breach of a contract relating to employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and Executive; provided , however , that notwithstanding the foregoing, nothing contained in the Release shall in any way diminish or impair: (a) any rights Executive may have under Section [7(d)][7(e)] of this Employment Agreement, including any accrued benefits; (b) any rights Executive may have, from and after the date upon which Executive signs the Release; (c) any rights to indemnification that may exist from time to time under the Company’s certificate of incorporation or bylaws, or state law or any

other indemnification agreement entered into between Executive and the Company or rights under any directors and officers insurance policy; (d) Executive’s ability to bring appropriate proceedings to enforce the Release; (e) any rights under applicable equity agreements and (f) any rights or claims Executive may have that cannot be waived under applicable law (collectively, the “ Excluded Claims ”). Executive further acknowledges and agrees that, except with respect to Excluded Claims, the Company and the Releasees have fully satisfied any and all obligations whatsoever owed to Executive arising out of Executive’s employment with the Company or any of the Releasees, and that no further payments or benefits are owed to Executive by the Company or any of the Releasees.

2.      Executive understands and agrees that, except for the Excluded Claims, Executive has knowingly relinquished, waived and forever released any and all rights to any personal recovery in any action or proceeding that may be commenced on Executive’s behalf arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for back pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees.

3.      Executive acknowledges and agrees that Executive has been advised of Executive’s right to consult with an attorney of Executive’s choosing prior to signing the Release. Executive understands and agrees that Executive has the right and has been given the opportunity to review the Release with an attorney of Executive’s choice should Executive so desire. Executive also agrees that Executive has entered into the Release knowingly, freely and voluntarily. Executive further acknowledges and agrees that Executive has twenty-one (21) calendar days, or in the event of a group termination, forty-five (45) calendar days, to consider the Release, and any exhibits hereto, although Executive may sign it sooner if Executive wishes. In addition, once Executive has signed the Release, Executive shall have seven (7) additional days from the date of execution to revoke Executive’s consent and may do so by writing to the Company’s Human Resources Officer, which must be received by the Company within such seven (7) day revocation period. The Release shall not be effective, and no payments shall be due hereunder, earlier than the eighth (8th) day after Executive shall have executed the Release and returned it to the Company, assuming that Executive had not revoked Executive’s consent to the Release prior to such date.

4.      It is understood and agreed by Executive that any payment made to Executive is not to be construed as an admission of any liability whatsoever on the part of the Company or any of the other Releasees, by whom liability is expressly denied.

5.      The Release is executed by Executive voluntarily and is not based upon any representations or statements of any kind made by the Company or any of the other Releasees as to the merits, legal liabilities or value of Executive’s claims. Executive acknowledges that Executive has had a full and reasonable opportunity to consider the Release and that Executive has not been pressured or in any way coerced into executing the Release. Executive further acknowledges and agrees that he is executing this Release in exchange for good and valuable consideration in addition to anything of value to which Executive is otherwise entitled.

6.      The exclusive venue for any disputes arising hereunder shall be the state or federal courts located in the State of Delaware, and each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

7.      The Release and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the state of Delaware. If any provision hereof is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this document and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.

8.      The Release shall inure to the benefit of and be binding upon the Company and its successors and assigns.

IN WITNESS WHEREOF, Executive and the Company have executed the Release as of the below-written dates.

Exhibit 10.2

REALOGY HOLDINGS CORP.
NON-PLAN INDUCEMENT STOCK OPTION AWARD NOTICE OF GRANT &

NON-PLAN INDUCEMENT STOCK OPTION AGREEMENT

Realogy Holdings Corp. (the "Company") hereby grants to the individual listed below (the "Optionee"), a Nonqualified Stock Option to purchase the number of Shares, set forth below (the "Option"). This Option is subject to all of the terms and conditions set forth herein and in the option agreement attached hereto as Exhibit A (the "Agreement"), which is incorporated herein by reference. In addition, as a condition to receiving this Option, the Optionee understands and agrees to continue to be bound by and comply with the restrictive covenants set forth in the Employment Agreement dated October 17, 2017 between the Company and the Optionee (collectively, the "Restrictive Covenants Agreement"), a copy of which the Optionee acknowledges receipt. The Optionee understand and agrees that the Restrictive Covenants Agreement shall survive the grant, vesting, exercise or termination of the Option, sale of the Shares underlying the Option and any termination of employment of the Optionee, and that full compliance with the Restrictive Covenants Agreement is an express condition precedent to (i) the receipt, delivery, vesting and exercise of any Options and (ii) any rights to any payments with respect to the Options.

This Option grant is an inducement grant made under an exception to the shareholder approval rules of the New York Stock Exchange and, accordingly, is not made under the Amended and Restated 2012 Long-Term Incentive Plan (the "Plan"). However, the provisions of Article II, Section 3.2, Article VI, Article XII, Article XIII, Section 14.1, Section 14.5 and Section 14.13 of the Plan shall apply to this Option as if this grant was being made under the Plan and are hereby incorporated into this Notice and the Agreement by reference. A copy of the Plan is attached hereto as Exhibit B.

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant ("Notice") and the Agreement.

Optionee:    Ryan M. Schneider

Grant Date:    October 23, 2017

Exercise Price per Share:    $32.80/Share

Total Number of Shares Subject to the Option: 261,234    

Expiration Date:    October 23, 2027

Vesting Schedule: One-fourth of the shares subject to the option will vest on each of the first four grant anniversary dates: October 23, 2018, October 23, 2019, October 23, 2020, and October 23, 2021 (collectively, the "Vesting Period")

Termination: The Option shall terminate on the Expiration Date set forth above or, if earlier, in accordance with the terms of the Agreement.

By accepting this grant, the Optionee agrees to be bound by the terms and conditions of the applicable provisions under the Plan, the Agreement and this Notice, including the Restrictive Covenants Agreement. The Optionee has reviewed the Agreement, the applicable provisions of the Plan and this Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the applicable provisions of the Plan. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the applicable provisions under the Plan or relating to the Option.

Exhibit A

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Notice of Grant (the "Notice") to which this Stock Option Agreement (this "Agreement") is attached, Realogy Holdings Corp. (the "Company"), has granted to the Optionee an option (the "Option") to purchase the number of Shares indicated in the Notice.

ARTICLE I

GENERAL

1.1     Incorporation of Terms of Plan . This Option grant is an inducement grant made under an exception to the shareholder approval rules of the New York Stock Exchange and, accordingly, is not made under the Amended and Restated 2012 Long-Term Incentive Plan (the "Plan"). However, the provisions of Article II, Section 3.2, Article VI, Article XII, Article XIII, Section 14.1, Section 14.5 and Section 14.13 of the Plan shall apply to this Option as if this grant was being made under the Plan and are hereby incorporated into this Notice and the Agreement by reference. A copy of the Plan is attached hereto as Exhibit B. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and Notice.

ARTICLE II

GRANT OF OPTION

2.1     Grant of Option . In consideration of the Optionee's continued employment with or service to the Company or any Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Notice (the "Grant Date"), the Company irrevocably grants to the Optionee the Option to purchase any part or all of the aggregate number of Shares set forth in the Notice, upon the terms and conditions set forth in applicable provisions in the Plan and this Agreement, and subject to the Optionee's full compliance at all times with the restrictive covenants and other provisions set forth in the Restrictive Covenants Agreement (as defined in the Notice), which is an express condition precedent to (i) the receipt, delivery, vesting and exercise of any Options and (ii) any rights to any payments with respect to the Options.

2.2     Exercise Price . The exercise price of the Shares subject to the Option shall be as set forth in the Notice, without commission or other charge; provided, however, that the exercise price per Share of the Shares subject to the Option shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.

2.3     Consideration to the Company . In consideration of the grant of the Option by the Company, the Optionee agrees to render services to the Company or any Affiliate and to comply at all times with the Restrictive Covenants Agreement. Nothing in the Plan or this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Optionee at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Optionee.

ARTICLE III

PERIOD OF EXERCISABILITY

3.1     Commencement of Exercisability . Subject to the Optionee's full compliance at all times with the Restrictive Covenants Agreement:

(a)    Except as otherwise provided herein, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Notice.

(b)    No portion of the Option which has not become vested and exercisable as of the date of the Optionee's termination of employment or other service shall thereafter become vested and exercisable, except as set forth in Article V and clauses (i) and (ii) below or as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Optionee.

(i)    In the case where the Optionee resigns from employment from the Company or any Affiliate on account of Retirement on or following the first anniversary of the Grant Date, the Option shall vest on such Retirement and become exercisable in such amounts and at such times as are set forth in the Notice as if the Optionee had remained employed with the Company, except as otherwise provided herein.

(ii)    If the Optionee terminates employment with or ceases to provide services to the Company or any Affiliate on account of death or Disability, the Option shall vest and become exercisable upon such termination of employment or services.

(c)    No portion of the Option which has not become vested as of the date of the Optionee's termination of employment or other service shall thereafter become vested, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Optionee.

3.2     Duration of Exercisability . The installments provided for in the vesting schedule set forth in the Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof, provided that the Optionee fully complies at all times with the Restrictive Covenants Agreement.

3.3     Expiration of Option . The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)    The Expiration Date set forth in the Notice;

(b)    The date that is sixty (60) days from the date of the Optionee's termination of employment or other service by the Optionee for any reason other than for Good Reason or due to death or Disability or Retirement pursuant to Section 3.1(b)(i);

(c)    The date that is ninety (90) days from the date of the Optionee's termination of employment or other service by the Company without Cause or by the Optionee for Good Reason;

(d)    The expiration of one hundred and eighty (180) days from the date of the Optionee's termination of employment or other service by reason of the Optionee's death or Disability;

(e)    In the event of the Optionee's Retirement pursuant to Section 3.1(b)(i), the date that is three (3) years following the expiration of the Vesting Period;

(f)    The start of business on the date of the Optionee's termination of employment or other service by the Company for Cause; or

(g)    The date upon which the Optionee breaches the Restrictive Covenants Agreement.

ARTICLE IV
EXERCISE OF OPTION

4.1     Person Eligible to Exercise . Except as provided in Section 6.2 hereof, during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the deceased Optionee's personal representative or by any person empowered to do so under the deceased Optionee's will or under the then-applicable laws of descent and distribution.

4.2     Partial Exercise . Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However, the Option shall not be exercisable with respect to fractional Shares.

4.3     Manner of Exercise . The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's third party administrator of the Plan (or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

(a)    A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option;

(b)    Full payment of the exercise price and, if applicable, withholding taxes to the stock administrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Section 4.4 hereof;

(c)    Any other written representations or documents as may be required in the Administrator's sole discretion to effect compliance with all applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law; and

(d)    In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4     Method of Payment . Payment of the exercise price shall be by any of the following, or a combination thereof:

(a)    Cash;

(b)    Check;

(c)    With the consent of the Administrator, surrender of other Shares which have been held by the Optionee for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being exercised;

(d)    With the consent of the Administrator, surrendered Shares issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being exercised; or

(e)    With the consent of the Administrator, such other form of legal consideration as may be acceptable to the Administrator.

4.5     Conditions to Issuance of Stock Certificates . The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued Shares, treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of the conditions set forth in Section 12.3 of the Plan.

4.6     Rights as Stockholder . The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 3.2 of the Plan.

ARTICLE V
CHANGE IN CONTROL

5.1     Change in Control . In the event of a Change in Control:

(a)    With respect to each outstanding Option that is assumed or substituted in connection with a Change in Control, in the event that during the twenty-four (24) month period following such Change in Control a Optionee's employment or service is terminated without Cause by the Company or any Affiliate or the Optionee resigns from employment or service from the Company or any Affiliate with Good Reason, (i) such Option shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Option granted shall lapse (but, the Optionee's restrictive covenant obligations under the Restrictive Covenants Agreement and this Agreement shall not lapse), and (iii) and any performance conditions imposed with respect to such Option shall be deemed to be achieved at target performance levels.

(b)    With respect to each outstanding Option that is not assumed or substituted in connection with a Change in Control, immediately upon the occurrence of the Change in Control, (i) such Option shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Option granted shall lapse (but, the Optionee's restrictive covenant obligations under the Restrictive Covenants Agreement and this Agreement shall not lapse), and (iii) and any performance conditions imposed with respect to such Option shall be deemed to be achieved at target performance levels.

(c)    For purposes of this Section 5.1, an Option shall be considered assumed or substituted for if, following the Change in Control, the Option is (i) based on shares of common stock that are traded on an established U.S. securities market and (ii) of comparable value and remains subject to the same terms and conditions that were applicable to the Option immediately prior to the Change in Control except that, if the Option that relates to Shares shall instead relate to the common stock of the acquiring or ultimate parent entity.

(d)    Notwithstanding any other provision of this Agreement or the Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A of the Code, the Administrator may, in its discretion, provide that each Option shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the excess (if any) of the consideration paid per Share in the Change in Control over the exercise or purchase price per Share subject to the Option multiplied by (ii) the number of Shares granted under the Option. Without limiting the generality of the foregoing, in the event that the consideration paid per Share in the Change in Control is less than or equal to the exercise or purchase price per Share subject to the Option, then the Administrator may, in its discretion, cancel such Option without any consideration upon the occurrence of a Change in Control.

ARTICLE VI

OTHER PROVISIONS

6.1     Administration . The Administrator shall have the power to interpret the Plan, the Restrictive Covenants Agreement and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

6.2     Transferability of Option . Except as otherwise set forth in the Plan:

(a)    The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution;

(b)    The Option shall not be liable for the debts, contracts or engagements of the Optionee or the Optionee's successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until the Option has been exercised, and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 6.2(a) hereof; and

(c)    During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof); after the death of the Optionee, any exercisable portion of the Option may, prior to the time

when such portion becomes unexercisable under the applicable provisions of the Plan or this Agreement, be exercised by the Optionee's personal representative or by any person empowered to do so under the deceased Optionee's will or under the then-applicable laws of descent and distribution.

6.3     Adjustments . The Optionee acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Section 3.2 of the Plan.

6.4     Termination of Employment or Service/Breach of the Restrictive Covenants Agreement . The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to termination of employment or service, including without limitation, whether a termination has occurred, whether any termination resulted from a discharge for Cause and whether any particular leave of absence constitutes a termination, as well as whether the Optionee has fully complied with the Restrictive Covenants Agreement for purposes of this Agreement.

6.5     Notices . Except as provided in Section 4.3, any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Executive Vice President and Chief Administrative Officer at the Company's principal office, and any notice to be given to the Optionee shall be addressed to the Optionee's last address reflected on the Company's records. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 6.5.

6.6     Optionee's Representations . If the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act or any applicable state laws on an effective registration statement at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, make such written representations as are deemed necessary or appropriate by the Company and/or its counsel.

6.7     Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

6.8     Governing Law . The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

6.9     Conformity to Securities Laws . The Optionee acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

6.10     Amendments, Suspension and Termination . To the extent permitted by Section 14.1 of the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by Section 14.1 of the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Optionee.

6.11     Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in this Article 6, this Agreement shall be binding upon the Optionee and his or her heirs, executors, administrators, successors and assigns.

6.12     Limitations Applicable to Section 16 Persons . Notwithstanding any other applicable provision of the Plan or this Agreement, if the Optionee is subject to Section 16 of the Exchange Act, then the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

6.13     Entire Agreement . The Notice, the Restrictive Covenants Agreement and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof.

6.14     Section 409A . Notwithstanding any other applicable provision of the Plan, this Agreement or the Notice, the applicable provisions of the Plan, this Agreement and the Grant shall be interpreted in accordance with the requirements of Section 409A of the Code. The Administrator may, in its discretion, adopt such amendments to the applicable provisions of the Plan, this Agreement or the Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to comply with the requirements of Section 409A of the Code.

ARTICLE VII

DEFINITIONS

Wherever the following terms are used in the Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

7.1    " Disability " shall mean a condition such that an individual would be considered disabled for the purposes of Section 409(A) of the Code.

7.2    " Retirement " shall mean Separation from Service (as defined in Section 409A of the Code) with the Company and all Affiliates (other than for Cause) after attaining eligibility for Retirement. The Optionee attains eligibility for Retirement upon the earlier of (a) age 65 or (b) age 55 with at least ten (10) whole years of consecutive service starting from the Optionee's most recent hire date with the Company and all Affiliates.

Exhibit 10.3

REALOGY HOLDINGS CORP.
NON-PLAN INDUCEMENT RESTRICTED STOCK UNIT NOTICE OF GRANT & NON-PLAN INDUCEMENT RESTRICTED STOCK UNIT AGREEMENT

Realogy Holdings Corp. (the "Company") hereby grants to the individual listed below (the "Participant"), an Award of Restricted Stock Units. The Award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit agreement attached hereto as Exhibit A (the "Agreement"), which is incorporated herein by reference. In addition, as a condition to receiving this Award of Restricted Stock Units, the Participant understands and agrees to continue to be bound by and comply with the restrictive covenants set forth in the Employment Agreement dated October 17, 2017 between the Company and the Participant (the "Restrictive Covenants Agreement"), a copy of which the Participant acknowledges receipt. The Participant understands and agrees that the Restrictive Covenants Agreement shall survive the grant, vesting or termination of the Restricted Stock Units, sale of the Shares with respect to the Restricted Stock Units and any termination of employment of the Participant, and that full compliance with the Restrictive Covenants Agreement is an express condition precedent to (i) the receipt, delivery and vesting of any Restricted Stock Units and (ii) any rights to any payments with respect to the Restricted Stock Units.

This Restricted Stock Unit grant is an inducement grant made under an exception to the shareholder approval rules of the New York Stock Exchange and, accordingly, is not made under the Amended and Restated 2012 Long-Term Incentive Plan (the "Plan"). However, the provisions of Article II, Section 3.2, Article VIII, Article XI, Article XII, Article XIII, Section 14.1 and Section 14.13 of the Plan shall apply to this Award of Restricted Stock Units as if this grant was being made under the Plan and are hereby incorporated into this Notice and the Agreement by reference. A copy of the Plan is attached hereto as Exhibit B.

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant ("Notice") and the Agreement.

Participant: Ryan M. Schneider

Grant Date: October 23, 2017

Total Number of Restricted Stock Units: 76,220

Vesting Dates: One-third of the Restricted Stock Units will vest on each of the first three grant anniversary dates: October 23, 2018, October 23, 2019, and October 23, 2020 (each, a "Vesting Date").

By accepting this grant, the Participant agrees to be bound by the terms and conditions of the applicable provisions of the Plan, the Agreement and this Notice, including the Restrictive Covenants Agreement. The Participant has reviewed the Agreement, the applicable provisions of the Plan and this Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the applicable provisions of the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the applicable provisions of the Plan or relating to the Restricted Stock Units Award.

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Restricted Stock Unit Notice of Grant (the "Notice") to which this Restricted Stock Unit Agreement (this "Agreement") is attached, Realogy Holdings Corp. (the "Company"), has granted to the Participant the number of Restricted Stock Units as indicated in the Notice.

ARTICLE I

GENERAL

1.1     Incorporation of Terms of Plan . This Restricted Stock Unit grant is an inducement grant made under an exception to the shareholder approval rules of the New York Stock Exchange and, accordingly, is not made under the Amended and Restated 2012 Long-Term Incentive Plan (the "Plan"). However, the provisions of Article II, Section 3.2, Article VIII, Article XI, Article XII, Article XIII, Section 14.1 and Section 14.13 of the Plan shall apply to this Option as if this grant was being made under the Plan and are hereby incorporated into this Notice and the Agreement by reference. A copy of the Plan is attached hereto as Exhibit B. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and Notice.

ARTICLE II

GRANT OF RESTRICTED STOCK UNITS

2.1     Grant of Restricted Stock Units . In consideration of the Participant's continued employment with or service to the Company or any Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Notice (the "Grant Date"), the Company grants to the Participant the number of Restricted Stock Units as set forth in the Notice, upon the terms and conditions set forth in the applicable provisions of the Plan and this Agreement, and subject to the Participant's full compliance at all times with the restrictive covenants and other provisions set forth in the Restrictive Covenants Agreement (as defined in the Notice), which is an express condition precedent to (i) the receipt, delivery and vesting of any Restricted Stock Units and (ii) any rights to any payments with respect to the Restricted Stock Units.

2.2     Consideration to the Company . In consideration of the grant of the Restricted Stock Units by the Company, the Participant agrees to render services to the Company or any Affiliate and to comply at all times with the Restrictive Covenants Agreement. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Participant.

ARTICLE III

RESTRICTIONS AND RESTRICTION PERIOD

3.1     Restrictions . The Restricted Stock Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture as described in Section 4.1 below until the Restricted Stock Units vests.

3.2     Restricted Period . Subject to Article XI of the Plan and Article 4 of this Agreement below, the Restricted Stock Units shall vest on each Vesting Date as set forth in the Notice.

3.3     Settlement of Restricted Stock Units . Except as set forth in Article XI of the Plan or Section 4.2 of this Agreement below, within a reasonable period of time following vesting of the Restricted Stock Units (and in no event more than 60 days following such vesting), the Company shall pay and transfer to the

Participant a number of shares of Common Stock of Realogy Holdings Corp. (the "Shares") equal to the aggregate number of Restricted Stock Units that have vested, subject to the Participant's full compliance at all times with the Restrictive Covenants Agreement.

3.4     No Rights as a Stockholder . Unless and until a certificate or certificates representing the Shares shall have been issued by the Company to the Participant in connection with the payment of Shares in connection with vested Restricted Stock Units, Participant shall not be, or have any of the rights or privileges of a stockholder of the Company with respect to, the Shares.

3.5     Dividend Equivalents Rights . The Restricted Stock Units will carry dividend equivalent rights related to any cash dividend paid by the Company while the Restricted Stock Units are outstanding, subject to the limitation set forth in this Section 3.5. In the event the Company pays a cash dividend on its outstanding Shares following the grant of the Restricted Stock Units, the number of Restricted Stock Units will be increased by the number of units determined by dividing (i) the amount of the cash dividend on the number of Shares covered by the Restricted Stock Units at the time of the related dividend record date, by (ii) the closing price of a Share on the related dividend payment date, provided that the aggregate number of additional restricted stock units that may be issued under this Agreement in connection with such dividend equivalent rights shall not exceed 3,000 units. Any additional Restricted Stock Units credited as dividend equivalents will be subject to the same vesting requirements, settlement provisions, and other terms and conditions as the original Restricted Stock Units to which they relate.

3.6     Deferral . Subject to Section 409A of the Code, the Participant may be permitted to elect to defer payment of his or her Restricted Stock Units under a separate deferral program.

ARTICLE IV

FORFEITURES

4.1     Termination of Employment . Except as provided in Sections 4.2 and 4.3 of this Agreement and Article XI of the Plan, if the Participant terminates employment with or ceases to provide services to the Company or any Affiliate for any reason, then the Restricted Stock Units, to the extent not vested, shall be forfeited to the Company without payment of any consideration by the Company, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Units.

4.2     Retirement . In the case where the Participant terminates employment with or ceases to provide services to the Company or any Affiliate on account of Retirement on or following the first anniversary of the Grant Date, the Restricted Stock Units, to the extent not vested, shall become fully vested upon such Retirement and the Company shall pay and transfer to the Participant the Shares in such amounts and at such times as are set forth in the Notice as if the Participant had remained employed with the Company, provided that the Participant fully complies at all times with the Restrictive Covenants Agreement.

4.3     Death or Disability . If the Participant terminates employment with or ceases to provide services to the Company or any Affiliate on account of death or Disability, the Restricted Stock Units, to the extent not vested, shall become fully vested upon such termination of employment or services and shall be paid in accordance with Section 3.3 above.

ARTICLE V

MISCELLANEOUS

5.1     Administration . The Administrator shall have the power to interpret the Plan, the Restrictive Covenants Agreement and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Restricted Stock Units.

5.2     Restrictions on Transfer . Restricted Stock Units that have not vested may not be transferred or otherwise disposed of by the Participant, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, except as permitted by the Administrator, or by will or the laws of descent and distribution.

5.3     Invalid Transfers . No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement shall be valid, and the Company will not transfer any of said Restricted Stock Units on its books or otherwise nor will any of said Restricted Stock Units be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

5.4     Adjustments . The Participant acknowledges that the Restricted Stock Units are subject to modification and termination in certain events as provided in this Agreement and Section 3.2 of the Plan.

5.5     Termination of Employment or Service/Breach of the Restrictive Covenants Agreement . The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to termination of employment or service, including without limitation, whether a termination has occurred, whether any termination resulted from a discharge for Cause and whether any particular leave of absence constitutes a termination, as well as whether the Participant has fully complied with the Restrictive Covenants Agreement for purposes of this Agreement.

5.6     Notices . Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Executive Vice President and Chief Administrative Officer at the Company's principal office, and any notice to be given to the Participant shall be addressed to the Participant's last address reflected on the Company's records.

5.7     Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.8     Governing Law . The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.9     Conformity to Securities Laws . The Participant acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the Restricted Stock Units are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.10     Amendments, Suspension and Termination . To the extent permitted by Section 14.1 of the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by Section 14.1 of the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Restricted Stock Units in any material way without the prior written consent of the Participant.

5.11     Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in this Article 5, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

5.12     Limitations Applicable to Section 16 Persons . Notwithstanding any other applicable provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Restricted Stock Units and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the

Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.13     Entire Agreement . The Notice, the Restrictive Covenants Agreement and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.

5.14     Section 409A . The intent of the parties is that payments and benefits under this Agreement and the Award be exempt from, or comply with, Section 409A of the Internal Revenue Code (the "Code"), and accordingly, to the maximum extent permitted, this Agreement and the Award shall be interpreted and administered to be in accordance therewith. Notwithstanding anything contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement and the Award which are subject to Section 409A of the Code until the Participant would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement and the Award shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement and the Award that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and the Award during the six-month period immediately following the Participant's separation from service shall instead be paid on the first business day after the date that is six months following the Participant's separation from service (or, if earlier, the Participant's death). The Company makes no representation that any or all of the payments described in this Agreement and the Award will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant understands and agrees that he or she shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

ARTICLE VI

DEFINITIONS

Wherever the following terms are used in the Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

6.1    " Disability " shall mean a condition such that an individual would be considered disabled for the purposes of Section 409(A) of the Code.

6.2    " Retirement " shall mean Separation from Service (as defined in Section 409A of the Code) with the Company and all Affiliates (other than for Cause) after attaining eligibility for Retirement. A Participant attains eligibility for Retirement upon the earlier of (a) age 65 or (b) age 55 with at least ten (10) whole years of consecutive service starting from Participant’s most recent hire date with the Company and all Affiliates.

Exhibit 10.5

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment (this “ Amendment ”), dated October 23, 2017, to the Employment Agreement (the “ Agreement ”) dated as of March 13, 2017 by and between Realogy Holdings Corp. (the “ Company ”) and Richard A. Smith (“ Executive ”).

WHEREAS, the Agreement governs the terms of Executive’s employment with the Company;

WHEREAS, unless otherwise defined herein, the defined terms used herein shall have the same meaning as set forth in the Agreement; and

WHEREAS, based upon the recommendation of its Compensation Committee, the Board of Directors has approved this Amendment.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

“(a)    Executive shall be assigned with the duties and responsibilities of Chairman and Chief Executive Officer as may reasonably be assigned to Executive from time to time by the Board of Directors of the Company (the “ Board ”). While serving as Chairman and Chief Executive Officer, Executive shall perform such duties, undertake the responsibilities, and exercise the authorities customarily performed, undertaken and exercised by persons situated in a similar executive capacity at a similar company, it being understood that his primary duties shall include the transition of Chief Executive Officer responsibilities to the President and Chief Operating Officer of the Company or other potential successor(s). Effective as of the earlier of (i) the date the Board appoints a successor person or persons as Chairman and/or Chief Executive Officer to assume these roles from Executive and (ii) December 31, 2017 (the “ Transition Date ”), Executive’s employment shall terminate pursuant to Section 7(d) and Executive shall resign from the Board of Directors and as an officer and director of the Company’s affiliates as of the Transition Date.”

“For 2017, Executive shall be eligible to receive annual cash incentive compensation (the “ Incentive Compensation ”).”

“Such annual cash bonus shall be paid (without pro-ration) in no event later than March 15, 2018, provided that Executive is employed by the Company or one of its affiliates through the date specified in the 2017 annual cash bonus plan (or, if earlier, the Transition Date) and any performance targets established by the Committee for 2017 have been achieved.”

“(c)     Long-Term Incentive Compensation . In respect of the long-term incentive award granted to the Executive in 2017 (the “ 2017 LTI Award ”), in the event that the Executive’s employment is terminated pursuant to Section 7(d) of this Agreement, the one-year waiting period for “retirement” eligibility shall not apply to the 2017 LTI Award.”

“(e)     Pre-2014 Options . Executive’s stock options outstanding as of October 23, 2017 that were granted between January 1, 2012 and December 31, 2013 (the “ Pre-2014 Options ” shall be modified to add certain retirement protections in accordance with Exhibit B attached hereto.”

“(f)     Termination by Executive for Good Reason . Executive may terminate employment with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment for Good Reason. The Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, “ Good Reason ” means voluntary resignation after any of the following actions taken by the Company or any of its subsidiaries without Executive’s consent: (i) Executive no longer serving as the Chief Executive Officer of the Company or his removal from his position as Chairman of the Board; (ii) a reduction in Base Salary or 2017 Target Bonus opportunity; or (iii) a material breach by the Company of a material provision of this Agreement (which for the avoidance of doubt does not include the delegation of duties or transition of responsibilities of Executive to the President and Chief Operating Officer of the Company or other potential successor(s) prior to the Transition Date as directed by the Board). Executive shall provide notice of the existence of the Good Reason condition within ninety (90) days of the date Executive learns of the condition, and the

Company shall have a period of thirty (30) days during which it may remedy the condition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder. In the event the Company is unable to remedy the Good Reason condition in all material respects within the thirty (30) day period, Executive may terminate employment with the Company for Good Reason within thirty (30) days following the expiration of such thirty (30) day period. Notwithstanding the foregoing, no such notice of Good Reason shall be required or cure remedy be available upon Executive no longer serving as the Chief Executive Officer of the Company or Chairman of the Board as of the Transition Date and the Company’s ability to cure shall not apply. If none of (i), (ii) or (iii) above has occurred, Good Reason shall also occur on December 31, 2017 and no notice of Good Reason shall be required in the event of Good Reason pursuant to this sentence.”

“(e)    [Intentionally Blank]”

“The Pre-2014 Options were granted pursuant to either the Realogy Holdings Corp. 2007 Stock Incentive Plan (the “ 2007 Plan ”) or the Realogy Holdings Corp. 2012 Long-Term Incentive Plan (the “ 2012 Plan ”) and, in each case, are governed by the terms of the 2007 Plan or 2012 Plan, as applicable, and an award agreement. Capitalized terms used in this Exhibit B and not otherwise defined herein shall have the respective meanings ascribed to such terms in the 2007 Plan or 2012 Plan, as applicable, or the applicable award agreement.

“Retirement” shall mean a Separation from Service (as defined in Section 409A of the Code) with the Company and all Affiliates (other than for Cause) after attaining eligibility for Retirement. The Optionee attains eligibility for Retirement upon the earlier of (a) age

65 or (b) age 55 with at least ten (10) whole years of consecutive service starting from the Optionee’s most recent hire date with the Company and all Affiliates.

1. In respect of Pre-2014 Options granted under the 2007 Plan, Section 7 of the Award Agreement will be replaced with the following:

Section 7. Termination .

(a) The Option shall automatically terminate and shall become null and void, be unexercisable and be of no further force and effect on the tenth anniversary of the Grant Date, unless the Option is terminated earlier upon the latest to occur of the following events:

(i) the 180th day following the Termination of Relationship in the case of a Termination of Relationship for death or Disability;

(ii) the 90th day following the Termination of Relationship in the case of a Termination of Relationship without Cause or for Good Reason;

(iii) the date that is three (3) years following the final vesting date on the Vesting Schedule in the case of a Termination of Relationship due to Retirement;

(iv) the 60th day following the Termination of Relationship in the case of a Termination of Relationship occurring because the Optionee resigns his or her employment without Good Reason; and

(v) the day of the Termination of Relationship in the case of a Termination of Relationship with Cause.

(b) Except as otherwise provided in the Plan, upon a Termination of Relationship for any reason, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall immediately terminate and be forfeited on the date the Termination of Relationship occurs.

2. In respect of Pre-2014 Options granted under the 2012 Plan, Section 3.3 of the Award Agreement will be replaced with the following:

3.3     Expiration of Option . The Option shall terminate and may not be exercised to any extent by anyone on or after the Expiration Date set forth in the Notice, unless the Option is terminated earlier upon the latest to occur of the following events:

(a)    The date that is sixty (60) days from the date of the Optionee’s termination of employment or other service by the Optionee without Good Reason;

(b)    The date that is ninety (90) days from the date of the Optionee’s termination of employment or other service by the Company without Cause or by the Optionee for Good Reason;

(c)    The expiration of one hundred and eighty (180) days from the date of the Optionee’s termination of employment or other service by reason of the Optionee’s death or Disability;

(d)    The date that is three (3) years following the final vesting date on the Vesting Schedule in the event of the Optionee’s termination of employment or other service due to Retirement; and

(e)    The start of business on the date of the Optionee’s termination of employment or other service by the Company for Cause.”

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

REALOGY HOLDINGS CORP.

By: /s/ Sunita Holzer

Name: Sunita Holzer

Title:    Executive Vice President and Chief Human Resources Officer    

/s/ Richard A. Smith

Richard A. Smith