Severance Letter Agreement dated November 13, 2017 to Madeline Flanagan from PHH Corporation

Employee is bound by the provisions of the Restrictive Covenant Agreement attached hereto as Exhibit A.

Consistent with the Letter, Company shall pay Employee in an amount equal to the cost of premiums for COBRA coverage upon loss of coverage under the Company’s group health plan due to his termination on the Termination Date for a period of [12 or 24 months] from the Termination Date. The Company will impute the amount of this payment as taxable income to Employee.

Consistent with the Letter, Company shall pay Employee severance in an amount equal to [12 or 24 months] of Employee’s annual base salary as of the effective date of the Letter [BASE SALARY])). Such severance payments shall be subject to applicable withholding taxes. Employee’s severance shall be payable in bi-weekly installments in accordance with the Company’s normal payroll practices, with the first payment commencing the first payroll period after the date on which the Release becomes irrevocable following the Termination Date.

Consistent with the Letter, Company shall pay Employee one hundred percent (100%) of the target amount of Employee’s 2017 Management Incentive Plan Award in substantially equal installments no less frequently than monthly during the [12 or 24] month period following Employee’s termination from employment.

The Company shall provide Employee with certain payments, if any, in accordance with outstanding long term incentive and other awards, as listed on Exhibit C, subject to all terms and conditions of the applicable awards and plans, consistent with a termination without cause and the Letter Agreement, effective on the Termination Date;

Consistent with the Letter, Company shall provide Employee with up to $18,000 in reasonable outplacement services by a provider selected by the Company to be used within 24 months of the Termination Date;

None of the foregoing payments or benefits will be made or provided if this Agreement and the Release have not been signed by Employee, and the Release has not become irrevocable, on or before [DEADLINE DATE]. Payment and provision of the foregoing benefits are conditioned on Employee’s continued compliance with the restrictive covenants in this Agreement, and other post-employment obligations that survive Employee’s termination.

Employee without limitation hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, divisions, affiliates, related entities, officers, agents, directors, supervisors, employees, representatives, successors and assigns, and all persons acting by, through, under, or in concert with any of them (collectively, “Released Parties”) from any and all charges, complaints, claims, causes of action, demands, controversies, agreements, promises, damages and liabilities of any kind or nature whatsoever, both at law and equity, known or unknown, suspected or unsuspected, anticipated or unanticipated (hereinafter referred to as “claim” or “claims”), arising from conduct occurring on or before the effective date of this Agreement and General Release, including without limitation any claims incidental to or arising out of Employee’s employment with the Company or the termination thereof with respect to all applicable federal, state or local fair employment practices laws, under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. (“ADEA “),the New Jersey Law Against Discrimination, N.J. Stat. Ann. § 10:5-1 et seq., and the New Jersey Equal Pay Act, N.J. Stat. Ann. § 34:11-56.1 et seq., the New Jersey Family Leave Act, N.J. Stat. Ann. § 34:11B-1 et seq., the New Jersey Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq., the Millville Dallas Airmotive Plant Job Loss Notification Act, P.L. 2007, c.212, C.34:21-2, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101 et seq. (“WARN”), all as amended, any other alleged violation of any local, state or federal law, regulation, ordinance, public policy, and/or any contract, tort, or fraud related claim arising under common law. This provision is intended by the parties to be all encompassing and to act as a full and total release of any claim, that Employee might have or has had, that exists or ever has existed on or to the effective date of this Agreement and General Release. In this regard, Employee agrees that by signing this Agreement and General Release and by acceptance of the payment described above, Employee gives up any and all rights EMPLOYEE may have to file any claim or action which Employee may now have, has ever had, or may in the future have, with respect to any matter pertaining to or arising from Employee’s employment with the Company. In this regard, Employee agrees that this Agreement and General Release covers both known and unknown claims and actions.

The parties hereby acknowledge and agree that nothing in the Agreement and General Release shall be construed as a release of Employee’s non-waivable statutory rights under applicable federal and state law or rights to seek the enforcement of the Company’s obligations under this Agreement and General Release.

Older Worker Benefit Protection Act. As may be applicable to Employee under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.), (“ADEA”), Employee understands and agrees that:

This General Release specifically excludes Employee’s indemnification as an officer and employee of the Company or any affiliate thereof, coverage under any officers’ and directors’ liability insurance policies, and rights of defense (or the cost thereof) or indemnification under the Company’s bylaws or charter or resolution of the Company’s Board of Directors. This General Release also specifically excludes Employee’s rights to his vested employee benefits. Nothing contained in this Release shall release Employee from his obligations, including any obligations to abide by the restrictive covenants in the Restrictive Covenant Agreement that continue or are to be performed following termination of employment.

Nothing contained in this Agreement is intended to restrict Employee’s right and responsibility to give truthful testimony under oath or precludes Employee from participating in an investigation, filing a charge, or otherwise communicating with the EEOC, the SEC, the NLRB, or other federal, state or local government agency.

The provisions of this general release of claims are severable, and if any part or portion of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. This general release shall become effective and enforceable on the eighth day following execution by Employee, provided he does not exercise his right of revocation as described above. If Employee fails to sign this Agreement or revokes his signature, this Agreement will be without force or effect.

, Nothing in this Agreement prohibits Employee from reporting an event that Employee reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the SEC, EEOC, NLRB or Department of Labor), or from cooperating in an investigation conducted by such a government agency. This may include disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (DTSA). Employee is hereby provided notice that under the DTSA, (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that (A) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

Employee further agrees that, subject to reimbursement of reasonable expenses, he will cooperate fully with the Company and its counsel with respect to any matter (including any pending or future litigation, investigations, or governmental proceedings) which relates to matters with which Employee was involved during his employment with the Company. Employee will render such cooperation in a timely manner upon reasonable notice from the Company.

Employee further agrees that within five (5) business days after the Termination Date, Employee will update his professional profiles on any social media or other social networking sites to delete any references to his status as an officer of the Company and remove PHH Corporation as his current employer.

    Return of Company Property.

Arbitration

No Admission of Liability. This Agreement is not to be construed as an admission of any violation of any federal, state or local statute, ordinance or regulation or of any duty owed by the Company or any other person to Employee, or by Employee or any other person to the Company.

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

No Reinstatement. Employee agrees that he will not apply for reinstatement with the Company or any other member of the Company or seek in any way to be reinstated, re-employed or hired by the Company or any other member of the Company in the future.

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

409A Compliance. With the exception of the terms of any outstanding long term incentive awards, the parties agree that the payments and benefits under Section II of this Agreement will, to the maximum extent possible, not be subject to the 6 month delay in payment described in Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder (“Section 409A”) due to application of exemptions under Section 409A, including without limitation Treasury Regulations Section 1.409A-1(b)(9)(iii) (the “two times, two year rule”). However, Employee agrees that if Employee is a “specified employee” under Section 409A, then any amounts that are considered deferred compensation subject to Section 409A will, to the extent necessary to comply with Section 409A, be subject to a 6-month delay provided in Section 409A. For purposes of Section 409Athe right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Employee, as specified under this Agreement, that are not exempt from Section 409A, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified mail, return receipt requested, or by overnight courier, postage prepaid, to the Company at its corporate headquarters address, to the attention of the Secretary of the Company, or to Employee at the home address most recently communicated by Employee to the Company in writing.

Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Company and Employee and their respective successors, executors, administrators and heirs. Employee may not make any assignment of this Agreement or any interest herein, by operation of law or otherwise. The Company may assign this Agreement to any successor and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise, without the written consent of Employee.

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained.

Entire Agreement; Amendments. Except as otherwise expressly provided herein and in the Agreements attached hereto as Exhibits A and B, this Agreement contains the entire agreement and understanding of the Parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter hereof. Except as otherwise expressly provided herein and in the Agreement attached hereto as Exhibits A and B and in outstanding long term and other incentive award agreements listed on Exhibit C, this Agreement shall control in the event of a conflict with any other agreement or document. This Agreement may not be changed or modified, except by an agreement in writing signed by each of the Parties hereto.

Governing Law. This Agreement will be governed by, and enforced in accordance with, the laws of the State of New Jersey without regard to the application of the principles of conflicts of laws.

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