FRONT YARD RESIDENTIAL CORPORATION
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (the Agreement) is dated as of October 19, 2020 (the Effective Date), by and between Front Yard Residential Corporation, a Maryland corporation (the Company), and Stephen H. Gray (the Executive).
WHEREAS, as of the Effective Date, Altisource Asset Management Corporation, a United States Virgin Islands corporation (the Manager), serves as the external manager of the Company pursuant to the Asset Management Agreement (as defined below);
WHEREAS, the Executive is an employee of the Manager or one of its subsidiaries, and in such capacity provides management services to the Company;
WHEREAS, the Company and the Executive previously entered into the Change in Control Severance Agreement dated May 26, 2017, as amended on January 14, 2019 (the Original Agreement) in recognition of the value of the Executive to the Company and to ensure the Company of the Executives continued attention and dedication to duty, and to ensure the availability of the Executives continued service, including in the event of a Change in Control of the Company;
WHEREAS, pursuant to the Termination and Transition Agreement dated as of August 13, 2020 by and between the Company, Front Yard Residential, L.P., a Delaware limited partnership (FYR LP), and the Manager (such agreement, the Termination Agreement), the Asset Management Agreement will be terminated effective as of the Termination Date (as such term is defined in the Termination Agreement), and in connection therewith the employment of the Executive with the Manager or its subsidiaries (as applicable) will be terminated and Executive will commence employment with the Company or one of its subsidiaries; and
WHEREAS, in order to fulfill the above purposes, and recognizing that the Executive shall be entitled to rely on various benefits, the Compensation Committee of the Board of Directors of the Company has determined that it is appropriate and in the best interests of the Company to amend and restate the Original Agreement to reflect the aforementioned transfer of Executives employment, the termination of the Asset Management Agreement, and the other actions contemplated by the Termination Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:
1. Term. This Agreement shall have an initial three-year term beginning on the Effective Date and shall renew thereafter for successive one-year terms, unless the Company provides written notice to the Executive at least 90 days prior to any then-applicable expiration date of its intent not to renew the Agreement. If, however, this Agreement is in effect at the time of a Change in Control (as defined below), then it shall not terminate prior to the second anniversary of such Change in Control; provided, that if a Qualifying Termination should occur during such period, this Agreement shall terminate when the Companys payment obligations hereunder are satisfied. Notwithstanding the foregoing, this Agreement shall automatically terminate upon a termination of Executives employment with the Employer other than as a result of a Qualifying Termination.