Amended and Restated Ocwen Financial Corporation United States Change in Control Severance Plan

Ocwen Financial Corporation hereby amends and restates the Ocwen Financial Corporation United States Change in Control Severance Plan (the “Plan”) effective as of February 22, 2019 (the “Effective Date”). The Plan is intended to be, and shall be administered as, an employee welfare benefit plan as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This document shall serve as the formal plan document and the summary plan description (“SPD”) for the Plan.

2.1     “Affiliated Company” means, as of any date, (i) the Company, and (ii) any company, person or organization which, on such date, (A) is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is the Company; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control (within the meaning of Code Section 414(c)) with the Company; (C) is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company; or (D) is required to be aggregated with the Company pursuant to regulations under Code Section 414(o).

2.2     “Base Pay” means an employee’s annual salary or wages from the Company at the time of termination. Base Pay shall be determined as reflected on the Company’s payroll and shall not include bonuses, overtime pay, shift premiums, commissions, employer contributions for benefits, incentive or deferred compensation or other additional compensation in any form.

2.4     “Cause” means the following (as determined by the Company in its sole discretion): dishonesty, fraud or misrepresentation; inability to obtain or retain appropriate licenses; violation of any rule or regulation of any regulatory agency or self-regulatory agency; violation of any policy or rule of the Company or any Affiliated Company; commission of a crime; or any act or omission detrimental to the conduct of the business of the Company or any Affiliated Company.

2.8     “Company” means Ocwen Financial Corporation and any Affiliated Companies.

2.9     “Eligible Employee” means an Employee of the Company who at the time he or she incurs an Eligible Termination is an Employee performing services for the Company (a) in the United States, or (b) as an Expatriate in a country other than the United States. For purposes of this Plan, the term “United States” shall include the fifty states and all territories and dependencies of the United States. Provided, however, that until October 4, 2019, the term “Eligible Employee” shall not include any individual that was an employee of PHH Corporation or any of its affiliates immediately prior to the October 4, 2018 closing of the merger transaction between the Company and PHH Corporation and certain of their affiliates.

2.10     “Eligible Termination” means an Employee’s involuntary termination of employment with the Company following a Change in Control. A termination of employment with the Company for any of the following reasons shall not constitute an Eligible Termination:

Notwithstanding anything else herein to the contrary, an Eligible Termination shall not occur for purposes of the Plan unless and until the Eligible Employee has had a “separation from service” within the meaning of Section 409A of the Code, as amended, and the regulations and other guidance promulgated thereunder, except as otherwise provided below.

An Employee whose employment with the Company is relocated to a different job location shall be considered to have experienced an “involuntary termination of employment” only if the Employee’s new job location is more than 50 miles from the Employee’s prior location; otherwise, such relocation shall not be considered an “involuntary termination of employment.” If the Employee is offered a telecommuting position, he or she shall not be considered to have experienced an “involuntary termination of employment.”

2.11     “Employee” means any individual who is compensated by the Company for services actually rendered as a regular full-time or regular part-time (but not a temporary) employee. “Employee” shall not include:

2.17     “Separation Agreement and General Release” means a written document that includes a release of rights and claims from an Eligible Employee in a form that is satisfactory to, and approved by, the Company. The Separation Agreement and General Release may include, among other things: (a) non-competition and/or non-solicitation provisions; (b) a waiver and release (and covenant not to sue) of any and all claims, including claims arising from the Eligible Employee’s employment and/or separation from employment with the Participating Company except as limited and/or prohibited by applicable law; (c) nondisclosure and confidentiality provisions; and (d) non-disparagement provisions.

2.20    “Year of Service” means a 12-month period of employment with the Company. A period of service shorter than 12 months will be considered a partial Year of Service. For example, an Eligible Employee who has worked five years and six months will have accrued five and one-half (5.5) Years of Service. If an Eligible Employee previously terminated employment with the Company and was subsequently rehired, the prior service with the Company will be counted towards the total Years of Service only if he/she was rehired less than twelve months before the Eligible Termination.

shall be equal to the cost of such coverage for active employees. Such subsidy shall continue for the number of months that correspond to the number of Months of Base Pay payable for the Eligible Employee under Section 3.1(b)(1) above. Partial months of Severance Pay shall be rounded up so that the subsidy continues for a complete calendar month. For example, if an Eligible Employee’s Severance Pay is based on fewer than four Weeks of Pay, he or she shall be eligible for one month of subsidized COBRA coverage. COBRA continuation coverage shall be governed pursuant to the terms of the relevant benefit plan documents. It shall be the Eligible Employee’s sole responsibility to timely elect COBRA and to pay his/her share of the cost of such coverage.

3.2    Payment of Benefits. Severance Pay will be payable in the form of a lump sum payment, which is subject to applicable federal, state, and local tax deductions and withholdings. The payment will be made as soon as practicable after the Separation Agreement and Release has been fully executed and becomes irrevocable. Other benefits paid under the Plan (such as relocation reimbursements) may be subject to similar withholding as required by federal, state, and local laws.

3.3     Separation Agreement and Release. Any Severance Pay payable to an Eligible Employee under the Plan shall be conditioned upon the Eligible Employee signing and having notarized a Separation Agreement and Release (and not exercising his or her right of revocation under the Separation Agreement and Release) within such period of time as the Company shall require, in its sole discretion. Any grant of Severance Pay shall be null and void upon an Eligible Employee’s failure to sign, or subsequent revocation of, such Separation Agreement and General Release. Any breach by an Eligible Employee of a Separation Agreement and General Release upon which any grant of Severance Pay has been conditioned shall give the Company the right to terminate any payment otherwise due and/or to the return of such Severance Pay, in addition to any other remedy the Company may have.

3.4     Reductions of Severance Pay. Subject to applicable law, any Severance Pay which the Company may grant to an Eligible Employee may, in the sole discretion of the Company, be reduced by any amounts owed by the Eligible Employee to the Company. The Eligible Employee’s right to receive such Severance Pay is conditioned upon his or her agreement to execute any documents deemed necessary or appropriate by the Company to reduce the Severance Pay by any such amounts owed.

3.5     Repayment of Severance Pay upon Rehire. If an Eligible Employee who has incurred an Eligible Termination and has received Severance Pay is rehired by the Company during the period for which

Severance Pay was calculated, the Company shall require the Eligible Employee to return any or all amounts of Severance Pay that have been paid to the Eligible Employee for weeks that the Employee was re-hired. For example, if the Eligible Employee receives a lump sum severance payment of six Months of Base Pay but is rehired by the Company four months later, he/she must repay the equivalent of two Months of Base Pay. The amount of any COBRA subsidy (as described in Section 3.1(b)(2)) is not required to be repaid.

4.1     Duties of the Plan Administrator. The Plan Administrator shall be responsible for the administration of the Plan and may appoint other persons or entities to perform or assist in the performance of any of its duties, subject to its review and approval. The Plan Administrator shall have the right to remove any such appointee from his position without cause upon notice.

4.2     Powers. The Plan Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as more particularly set forth herein. The Plan Administrator shall have discretionary authority to interpret the Plan, and to determine all questions arising in the administration, interpretation, and application of the Plan; provided, however, that such discretionary authority shall be exercised in good faith in order to achieve the principal purposes of the Plan to provide severance benefits, including enhanced severance benefits upon a Change of Control, as described above. All such determinations shall be conclusive and binding on all interested persons. The Plan Administrator shall adopt such procedures and regulations necessary and/or desirable for the discharge of its duties hereunder and may appoint such accountants, counsel, actuaries, specialists, and other agents as it deems necessary and/or desirable in connection with the administration of this Plan.

4.3     Compensation of the Plan Administrator. The Plan Administrator shall not receive any compensation from the Plan for its services.

4.4    Indemnification. Ocwen Financial Corporation shall indemnify the Plan Administrator against any and all claims, losses, damages, expenses, and liability arising from its actions or omissions, except when the same is finally adjudicated to be due to the Plan Administrator’s gross negligence or willful misconduct. The Company may purchase at its own expense sufficient liability insurance for the Plan Administrator to cover any and all claims, losses, damages, and expenses arising from any action or omission in connection with the execution of the duties as the Plan Administrator.

processing the claims. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Eligible Employee prior to the termination of the initial 90 day period which shall specify the special circumstances requiring an extension and the date by which a final decision will be reached (which date shall not be later than 180 days after the date on which the claim was filed). If the Eligible Employee does not provide all the necessary information for the Plan Administrator to process the claim, the Plan Administrator may request additional information and set deadlines for the Eligible Employee to provide that information.

5.1     Amendments. The Company shall have the right to amend or terminate the Plan in any respect and at any time without notice, pursuant to a determination of the Compensation Committee of the Board (or a delegate of such committee) or a determination of the Board.

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

6.1     Eligible Employee’s Rights Unsecured and Unfunded. The Plan at all times shall be entirely unfunded. No assets of the Company shall be segregated or earmarked to represent the liability for benefits under the Plan. The right of an Eligible Employee to receive a payment hereunder shall be an unsecured claim against the general assets of the Participating Company that was the employer of such Eligible Employee. All payments under the Plan shall be made from the general assets of the Company.

6.2     No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

6.3     No Enlargement of Employee Rights. The existence of this Plan or any payment of Severance Pay under the Plan shall not be deemed to constitute a contract of employment between the Company and any Eligible Employee, nor shall it constitute a right to remain in the employ of the Company. Employment with the Company is employment-at-will and either party may terminate the Employee’s employment at any time, for any reason, with or without cause or notice.

6.4     Non-Alienation Provision. Except as set forth elsewhere in the Plan, and subject to the provisions of applicable law, no interest of any person or entity in, or right to receive a benefit or distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings the extent that such laws are preempted by ERISA.

6.5     Excess Payments. If compensation, Years of Service or any other relevant fact relating to any person is found to have been misstated, the Plan benefit payable by the Participating Company to an Eligible Employee shall be the Plan benefit that would have been provided on the basis of the correct information. Any excess payments due to such misstatement, or due to any other mistake of fact or law, shall be refunded to the Company or withheld by it from any further amounts otherwise payable under the Plan.

6.6     Impact on Other Benefits. Amounts paid under this Plan shall not be included in an Eligible Employee’s compensation for purposes of calculating benefits under any other plan, program or arrangement sponsored by the Company, unless such plan, program or arrangement expressly provides that amounts paid under this Plan shall be included.

6.7     Usage of Terms and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings are included for ease of reference only, and are not to be construed to alter the terms of the Plan.

6.8     Supersession. The Plan supersedes all plans, statements, practices or policies, if any, with respect to providing severance benefits to any Employee whose employment terminates on or after the Effective Date, except for those with specific written contracts that pre-date this Plan that provide for benefits payable upon the termination of employment and those Employees that have already been notified prior to the Effective Date of a termination of their employment and provided with different severance terms.

6.9     Effective Date. The Plan shall be effective as to Eligible Terminations that occur on or after February __, 2019.

6.10     Clawback. Payments made pursuant to this Plan are subject to any Company clawback policy in effect at any time. In addition, to the extent required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any other applicable law, or the rules and regulations promulgated pursuant thereto, Eligible Employees agree to return payments made pursuant to this Plan to the Company.

6.11     Choice of Law. This Plan shall be construed in accordance with and governed by the laws of the State of Florida, to the extent such laws are otherwise superseded by the laws of the United States, in which case such laws of the United States shall govern and the Plan shall be construed in accordance with such laws.

Participants in the Plan are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA provides that all plan participants shall be entitled to:

In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of an employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Plan participants and beneficiaries. No one, including an employer or any other person, may fire a participant or otherwise discriminate against a participant in any way to prevent the participant from obtaining a severance benefit or exercising the participant’s rights under ERISA.

If a participant’s claim for a severance benefit is denied or ignored, in whole or in part, the participant has a right to know why this was done, to receive a written explanation of the reason for the denial, to obtain copies of documents and relevant information relating to the decision without

charge, and to appeal any denial, all within certain time schedules. The participant has the right to have the Plan Administrator review and reconsider the claim.

Under ERISA, there are steps a participant can take to enforce the above rights. For instance, if a participant requests a copy of Plan documents or the latest annual report from the Plan and does not receive them within 30 days, the participant may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay the participant up to $110 a day until the participant receives the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If the participant has a claim for benefits that is denied or ignored, in whole or in part, and the participant has exhausted the Plan’s claims procedures, the participant may file suit in a state or Federal court. In addition, if the participant disagrees with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, the participant may file suit in Federal court. If it should happen that plan fiduciaries misuse the Plan's money, or if the participant is discriminated against for asserting ERISA rights, the participant may seek assistance from the U.S. Department of Labor, or may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If the participant is successful the court may order the person the participant has sued to pay these costs and fees. If the participant loses, the court may order the participant to pay these costs and fees, for example, if it finds the participant’s claim is frivolous.

If a participant has any questions about the Plan, the participant should contact the Plan Administrator as described above. If the participant has any questions about this statement or about the participant’s rights under ERISA, or if the participant needs assistance in obtaining documents from the plan administrator, the participant should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. The Participant may also obtain certain publications about such rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.